EXHIBIT 5.1
[Letterhead of Womble Bond Dickinson (US) LLP]
November 10, 2025
Regional Management Corp.
979 Batesville Road, Suite B
Greer, South Carolina 29651
Re: Registration Statement on Form S-8 Relating to Employment Inducement Awards
Ladies and Gentlemen:
We have acted as counsel to Regional Management Corp., a Delaware corporation (the "Company"), in connection with the preparation of the Company's above-referenced registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), filed by the Company with the Securities and Exchange Commission (the "Commission"). The Registration Statement relates to the 120,000 shares of the Company's common stock, $0.10 par value per share (the "Shares"), which are proposed to be issued by the Company upon the vesting and settlement of those certain employment inducement awards (within the meaning of the New York Stock Exchange Listed Company Manual Rule 303A.08) granted pursuant to Restricted Stock Award Agreements (Inducement Grant), by and between the Company and Lakhbir S. Lamba and a Performance Restricted Stock Unit Award Agreement (Inducement Grant), by and between the Company and Mr. Lamba (together, the “Employment Inducement Award Agreements”). This opinion is provided pursuant to the requirements of Item 8(a) of Form S-8 and Item 601(b)(5) of Regulation S-K.
As the Company's counsel, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company's certificate of incorporation and by-laws, each as amended to date, and minutes and records of the corporate proceedings of the Company relating to the filing of the Registration Statement and the issuance of the Shares, as provided to us by the Company, certificates of public officials and of representatives of the Company, and statutes and other instruments and documents, as a basis for the opinions hereinafter expressed. In rendering this opinion, we have relied upon certificates of public officials and representatives of the Company with respect to the accuracy of the factual matters contained in such certificates.
In connection with such examination, we have assumed (a) the genuineness of all signatures and the legal capacity of all signatories; (b) the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies; and (c) the proper issuance and accuracy of certificates of public officials and representatives of the Company. In rendering opinions as to future events, we have assumed the facts and law existing on the date hereof.
Based on and subject to the foregoing, and having regard for such legal considerations as we deem relevant, it is our opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company, and, upon issuance, delivery and payment therefor in the manner contemplated by the Employment Inducement Award Agreements and the Registration Statement, the Shares will be validly issued, fully paid and non-assessable.
This opinion is limited to the General Corporation Law of the State of Delaware, as currently in effect, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
This opinion is rendered as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof.