Exhibit 5.1

				TROUTMAN SANDERS LLP
				Attorneys at Law
				Bank of America Plaza
				600 Peachtree Street, N.E. – Suite 5200
				Atlanta, Georgia 30308-2216
				404-885-3000 telephone troutmansanders.com

November 17, 2015

PRGX Global, Inc.

600 Galleria Parkway,

Suite 100

Atlanta, Georgia 30339

Ladies and Gentlemen:

This opinion is furnished to you in connection with a Registration Statement on Form S-3 (the “Registration Statement”) filed by PRGX Global, Inc., a Georgia corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the following securities that may be issued by the Company (the “Securities”):

ATLANTA    BEIJING    CHARLOTTE    CHICAGO    HONG KONG    NEW YORK    ORANGE COUNTY    PORTLAND    RALEIGH

RICHMOND    SAN DIEGO    SAN FRANCISCO    SHANGHAI    TYSONS CORNER    VIRGINIA BEACH    WASHINGTON, DC

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all of which may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act at an aggregate initial offering price not to exceed $100,000,000.

The Securities will be offered in amounts, at prices and on terms to be determined in light of market conditions at the time of sale and to be set forth in supplements (each a “Prospectus Supplement”) to the prospectus contained in the Registration Statement.

For purposes of the opinions we express below, we have examined the originals or copies, certified or otherwise identified, of (i) the articles of incorporation and bylaws of the Company, each as amended and/or restated to date (the “Charter Documents”); (ii) certain resolutions of the board of directors of the Company (the “Board”) related to the filing of the Registration Statement, the offering of the Securities, and related matters, (iii) the Registration Statement and all exhibits thereto, (iv) the specimen Common Stock certificate of the Company, and (v) certain corporate records of the Company, including minute books of the Company, certificates of public officials and of representatives of the Company, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed.

As to various questions of fact material to the opinions expressed below, we have, without independent third party verification of their accuracy, relied in part, and to the extent we deemed reasonably necessary or appropriate, upon the representations and warranties of the Company contained in such documents, records, agreements, certificates, instruments or representations furnished or made available to us by the Company.

The Senior Debt Securities are to be issued pursuant to a Senior Debt Indenture between the Company and a trustee to be named in such Indenture, a form of which is included as Exhibit 4.2 to the Registration Statement (the “Senior Indenture”). The Subordinated Debt Securities are to be issued pursuant to a Subordinated Debt Indenture between the Company and a trustee to be named in such Indenture, a form of which is included as Exhibit 4.4 to the Registration Statement (the “Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”).

The Warrants are to be issued pursuant to one or more warrant agreements between the Company and a bank or trust company, as warrant agent (the “Warrant Agreements”). The

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Depositary Shares are to be evidenced by Depositary Receipts to be issued pursuant to one or more deposit agreements between the Company and a bank or trust company, as depositary (the “Deposit Agreements”). The Rights are to be issued pursuant to one or more rights agreements between the Company and a bank or trust company, as rights agent (the “Rights Agreements”). The Units are to be issued pursuant to one or more unit agreements or indentures between the Company and a bank or trust company, as unit agent (the “Unit Agreements”).

In connection with rendering the opinions set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct, (ii) all signatures on all documents examined by us are genuine and provided by natural persons with legal capacity and authority to execute such documents, (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents, (iv) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and will not have been terminated or rescinded, (v) a Prospectus Supplement will have been prepared and filed with the Commission describing the Securities offered thereby, (vi) all Securities will be issued and/or sold in compliance with applicable federal and state securities laws and in the manner specified in the Registration Statement and the applicable Prospectus Supplement, (vii) each of the Securities, and the instruments pursuant to which they are duly authorized and established, will have been specifically authorized for issuance by the Board or an authorized committee thereof (the “Company Authorizing Resolutions”), (viii) the terms of each of the Securities and of their respective issuance and sale will have been duly authorized and established in conformity with the applicable Charter Documents, articles of amendment (in the case of the Preferred Stock) (“Articles of Amendment”), Indenture, Warrant Agreement, Rights Agreement, Deposit Agreement or Unit Agreement, as the case may be, (ix) each of the Securities will have been duly executed and countersigned, (x) the Company will have received the consideration provided for in the Company Authorizing Resolutions, (xi) the applicable Indenture, Warrant Agreement, Deposit Agreement, Rights Agreement and Unit Agreement will be duly authorized, executed and delivered by the parties thereto, (xii) each person signing the Articles of Amendment, Indenture, Warrant Agreement, Deposit Agreement, Rights Agreement and Unit Agreement, as applicable, will have the legal capacity and authority to do so, (xiii) with respect to the Company Stock offered, there will be sufficient shares of Common Stock or Preferred Stock authorized under the Charter Documents and not otherwise reserved for issuance, (xiv) with respect to Stock Purchase Contracts and Stock Purchase Units, the applicable purchase contract and any related pledge agreement will each be duly authorized, executed and delivered by the parties thereto, (xv) a definitive purchase, underwriting or similar agreement with respect to any Securities offered thereby will have been duly authorized and validly executed and delivered by the Company and the other parties thereto, and (xvi) any Securities issuable upon conversion, exchange, redemption or exercise of any Securities being offered will have been duly and validly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange, redemption or exercise.

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We have also assumed that (i) the Company will continue to be validly existing and in good standing under the laws of Georgia, and will have all requisite power and authority to enable it to execute, deliver and perform its obligations under the Securities and the related documents, (ii) the Securities will be established so as not to, and such execution, delivery and performance thereof (including the documents establishing them) will not, violate, conflict with or constitute a default under any applicable laws, rules or regulations to which the Company is subject, (iii) such execution, delivery and performance do not and will not constitute a breach, conflict, default or violation of (a) the Company’s Charter Documents, or any agreement or other instrument to which the Company or its properties are subject, (b) any judicial or regulatory order or decree of any governmental authority or (c) any consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental authority, (iv) the Debt Securities will not bear interest at a rate that is usurious under the laws of the jurisdiction governing the creation thereof, and (v) the choice of New York law in each of the agreements purporting to be governed by the laws of the State of New York that establish and create the Securities (other than the Common Stock and Preferred Stock) is legal, valid, binding and enforceable under the laws of all applicable jurisdictions.

We express no opinion herein as to the laws of any state or jurisdiction other than the laws of the State of New York and the State of Georgia and the federal laws of the United States of America.

The opinions herein below are subject to, and qualified and limited by the effects of: (i) bankruptcy, fraudulent conveyance or fraudulent transfer, insolvency, reorganization, moratorium, liquidation, conservatorship and similar laws, and limitations imposed under judicial decisions related to or affecting creditors’ rights and remedies generally, (ii) general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law, and principles limiting the availability of the remedy of specific performance, (iii) concepts of good faith, fair dealing and reasonableness, (iv) the possible unenforceability under certain circumstances of provisions providing for indemnification or contribution that is contrary to public policy, and (v) Section 14-2-640 of the Georgia Business Corporation Code. We also express no opinion concerning the enforceability of (a) the choice of New York law in each of the documents establishing the Debt Securities under the laws of any jurisdiction other than New York or (b) the waiver of rights or defenses contained in the documents establishing the Securities.

Based upon and subject to the foregoing, we are of the opinion that:

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This opinion is to be used only in connection with the offer and sale of the Securities while the Registration Statement is in effect.

Please note that we are opining only as to matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related prospectus and any prospectus supplement under the caption “Legal Matters.” In giving such consent, we do not

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hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.