Attached files
file | filename |
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S-1/A - S-1/A - Walker & Dunlop, Inc. | a2200594zs-1a.htm |
EX-1.1 - EX-1.1 - Walker & Dunlop, Inc. | a2201314zex-1_1.htm |
EX-23.2 - EXHIBIT 23.2 - Walker & Dunlop, Inc. | a2200594zex-23_2.htm |
EX-23.1 - EX-23.1 - Walker & Dunlop, Inc. | a2200594zex-23_1.htm |
EX-10.35 - EX-10.35 - Walker & Dunlop, Inc. | a2201314zex-10_35.htm |
EX-10.27 - EX-10.27 - Walker & Dunlop, Inc. | a2201314zex-10_27.htm |
Exhibit 5.1
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Hogan Lovells US LLP |
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Columbia Square |
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555 Thirteenth Street, NW |
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Washington, DC 20004 |
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T +1 202 637 5600 |
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F +1 202 637 5910 |
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www.hoganlovells.com |
December 8, 2010
Board of Directors
Walker & Dunlop, Inc.
7501 Wisconsin Avenue
Suite 1200
Bethesda, MD 20814
Ladies and Gentlemen:
We are acting as counsel to Walker & Dunlop, Inc., a Maryland corporation (the Company), and the Selling Stockholders (as defined below), in connection with the registration statement on Form S-1, as amended (file no. 333-168535) (the Registration Statement), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the Act), relating to the proposed public offering of up to 10,000,000 shares of the common stock (including 1,500,000 shares of common stock that may be purchased by the Underwriters (as defined below) pursuant to the overallotment option), par value $0.01 per share (the Common Stock) of the Company (the Shares), of which up to (i) 6,666,667 Shares are to be sold by the Company (the Company Shares) and (ii) 3,333,333 Shares are to be sold by the stockholders (the Selling Stockholders) identified in the Registration Statement (the Selling Stockholder Shares), pursuant to the proposed form of Underwriting Agreement among the Company, the Selling Stockholders and the underwriters named therein (the Underwriters), filed as Exhibit 1.1 to the Registration Statement (the Underwriting Agreement). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the Maryland General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the term Maryland General Corporation Law, as amended includes the statutory provisions contained therein, all applicable provisions of the Maryland Constitution and reported judicial decisions interpreting these laws.
Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. Hogan Lovells refers to the international legal practice comprising Hogan Lovells US LLP, Hogan Lovells International LLP, Hogan Lovells Worldwide Group (a Swiss Verein), and their affiliated businesses with offices in: Abu Dhabi Alicante Amsterdam Baltimore Beijing Berlin Boulder Brussels Caracas Chicago Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston London Los Angeles Madrid Miami Milan Moscow Munich New York Northern Virginia Paris Philadelphia Prague Rome San Francisco Shanghai Silicon Valley Singapore Tokyo Warsaw Washington DC Associated offices: Budapest Jeddah Riyadh Zagreb
Based upon, subject to and limited by the foregoing, we are of the opinion that (a) following (i) execution and delivery by the Company of the Underwriting Agreement, (ii) effectiveness of the Registration Statement, (iii) issuance of the Shares pursuant to the terms of the Underwriting Agreement, and (iv) receipt by the Company of the consideration for the Company Shares specified in the resolutions of the Board of Directors, the Company shares will be validly issued, fully paid and nonassessable and (b) the Selling Stockholder Shares are validly issued, fully paid and nonassessable.
This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption Legal Matters in the prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an expert within the meaning of the Securities Act of 1933, as amended.
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Very truly yours, |
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/s/ Hogan Lovells US LLP |
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HOGAN LOVELLS US LLP |