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September 21, 2020
Crexendo,
Inc.
1615
S. 52nd Street
Tempe,
AZ 85281
Ladies
and Gentlemen:
I
am General Counsel for Crexendo, Inc., a Nevada Corporation (the
"Company"). I am acting as counsel for the Company in connection
with its Registration Statement on Form S-1 filed on September 11,
2020 relating to the registration under the Securities Act of 1933
(the "Act") of 4,025,000 shares of common stock, $0.001 par value
per share, of the Company (the "Common Stock"), of which
2,275,000
authorized but heretofore unissued shares (including 525,000 shares
subject to the underwriters' overallotment option) are to be
offered and sold by the Company and 1,750,000 shares are to be
offered and sold by the selling stockholders (the "Selling
Stockholders"). (Such Registration Statement, as amended, and
including any registration statement related thereto and filed
pursuant to Rule 462(b) under the Act (a "Rule 462(b) registration
statement") is herein referred to as the "Registration
Statement.")
I
have reviewed and am familiar with such corporate proceedings and
other matters as I have considered relevant or necessary for the
opinions expressed in this letter. Based upon the foregoing, I am
of the opinion that (i) the shares of Common Stock to be offered
and sold by the Company (including any shares of Common Stock
registered pursuant to a Rule 462(b) registration statement) have
been duly authorized and, when issued and sold by the Company in
the manner described in the Registration Statement and in
accordance with the resolutions adopted by the Board of Directors
of the Company, will be validly issued, fully paid and
nonassessable, and (ii) the shares of Common Stock to be offered
and sold by the Selling Stockholders have been duly authorized and
validly issued and are fully paid and nonassessable. The opinions
set forth in this letter are limited to the applicable provisions
of the general corporate laws of the State of Nevada and the
reported judicial decisions interpreting those laws, and I express
no opinion with respect to the laws of any other
jurisdiction.
I
hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the use of my name under the
caption "Legal Matters" in the Registration Statement and in the
Prospectus included therein. In giving this consent, I do not
thereby admit that I am within the category of persons whose
consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated
thereunder.
Very
Truly Yours,
/s/
Jeffrey G. Korn
Jeffrey
G. Korn