Exhibit 5

May 8, 2020

A-Mark Precious Metals, Inc.

2121 Rosecrans Ave., Suite 6300
El Segundo, CA 90245

 

Re:

A-Mark Precious Metals, Inc.: Shares Issuable Under the 2014 Stock Award and Incentive Plan, as amended

Ladies and Gentlemen:

I am the General Counsel of A-Mark Precious Metals, Inc. ("A-Mark") and, in that capacity, have assisted in the preparation of the Registration Statement on Form S-8 (the "Registration Statement"), to which this opinion is attached as an exhibit, being filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules and regulations promulgated thereunder.

The Registration Statement registers the sale and related offers of 725,000 shares of Common Stock, par value $0.01 per share (the "Shares"), of A-Mark, authorized for issuance in connection with A-Mark’s 2014 Stock Award and Incentive Plan, as amended through the date hereof (the “2014 Plan”).  I have examined copies of the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, resolutions adopted by the Company's Board of Directors, the Compensation Committee Charter, the 2014 Plan, and such other documents, and have made such inquiries, as I have deemed appropriate.  In my examination, I have assumed the genuineness of all signatures, the authenticity of all items submitted to me as originals, and the conform