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Exhibit 5.1
July 11, 2025
Urgent.ly Inc.
8609 Westwood Center Drive, Suite 810
Vienna, VA 22182
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Urgent.ly Inc., a Delaware corporation (the “Company”), in connection with the registration of the proposed offer and sale of up to $4,025,821 of shares (the “Shares”) of the Company’s common stock, $0.001 par value per share, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-288523) (the “Registration Statement”) including the prospectus dated July 11, 2025 included therein (the “Base Prospectus”), filed by the Company with the Securities and Exchange Commission (the “Commission”) in connection with the registration pursuant to the Securities Act of 1933, as amended (the “Act”), of the Shares.
The offering and sale of the Shares are being made pursuant to the Sales Agreement, dated as of July 11, 2025 (the “Sales Agreement”), by and between the Company and A.G.P./Alliance Global Partners.
We have examined copies of the Sales Agreement, the Registration Statement, the Base Prospectus, and the prospectus supplement thereto related to the offering of the Shares, which prospectus supplement is dated as of July 11, 2025, and will be filed by the Company in accordance with Rule 424(b) promulgated under the Act (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”). We have also examined instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed.
In such examination, we have assumed (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed; (d) that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective under the Act; (e) that the Prospectus Supplement will have been filed with the Commission describing the Shares offered thereby; (f) that the Shares will be sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement and the Prospectus; and (g) the legal capacity of all natural persons. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.

