
June 17, 2025
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, Michigan 48150

Re: Alta Equipment Group Inc. - Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Alta Equipment Group Inc., a corporation organized under the laws of Delaware (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) on the date hereof, relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 670,731 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), reserved for issuance pursuant to the Company’s 2022 Employee Stock Purchase Plan, as Amended (the “Plan”).
This opinion letter is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S–K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or any related prospectus, other than as expressly stated herein with respect to the issue of the Shares.
In connection with our opinion expressed below, we have examined originals or copies certified or otherwise identified to our satisfaction of the following documents and such other documents, corporate records, certificates and other statements of government officials and corporate officers of the Company as we deemed necessary for the purposes of the opinion set forth in this opinion letter:
(a) the Registration Statement;
(b) a copy of the Third Amended and Restated Certificate of Incorporation, adopted on February 14, 2020, certified by the Secretary of the Company;
(c) a copy of the Amended and Restated Bylaws of the Company, adopted in November 2024, certified by the Secretary of the Company;
(d) a copy of Resolutions of the Board of Directors of the Company relating to the Registration Statement, certified by the Secretary of the Company;
(e) a copy of the proxy statement for the Company’s 2025 annual meeting of stockholders, including the proposal adopted by stockholders of the Company on May 30, 2025 to approve the Plan; and
(f) the Plan.
We have relied, to the extent we deem such reliance proper, upon such certificates or comparable documents of officers and representatives of the Company and of public officials and upon statements and information furnished by officers and representatives of the Company with respect to the accuracy of material factual matters contained therein which were not independently established by us. In rendering the opinion expressed below, we have assumed,