Attached files
file | filename |
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EX-23.2 - EX-23.2 - Peak Resorts Inc | c63465a6exv23w2.htm |
S-1/A - FORM S-1/A - Peak Resorts Inc | c63465a6sv1za.htm |
Exhibit 5.1
120 South Central Avenue Suite 1500 St. Louis, Missouri 63105 Fax (314) 725-5754 |
David L. Jones Voice Mail Ext. 159 E-Mail: djones@hnjlaw.com |
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December 6, 2011
Peak Resorts, Inc.
17409 Hidden Valley Drive
Wildwood, Missouri 63025
17409 Hidden Valley Drive
Wildwood, Missouri 63025
Re: | Registration Statement on Form S-1 |
Dear Sirs:
This opinion is furnished to you in connection with the Registration Statement on Form S-1
(Registration No. 333-173567), as amended (the Registration Statement), filed with the Securities
and Exchange Commission relating to 5,750,000 shares of common stock, par value $.01 per share (the
Shares), of Peak Resorts, Inc., a Missouri corporation
(the Company), which includes up to 750,000 shares
issuable upon exercise of an over-allotment option granted by the
Company. We understand that the
Shares are to be sold to the underwriter for resale to the public as described in the Registration
Statement and pursuant to an underwriting agreement, substantially in the form filed as an exhibit
to the Registration Statement, to be entered into by and between the Company and the underwriter
(the Underwriting Agreement).
We have examined and relied upon the Companys Amended and Restated Articles of Incorporation
and Amended and Restated By-laws and originals, or copies certified to our satisfaction, of all
pertinent records of the meetings of the directors and stockholders of the Company, the
Registration Statement and such other documents relating to the Company as we have deemed relevant
for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all
signatures and 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.
Based on and subject to the foregoing, we are of the opinion that, upon payment and delivery
in accordance with the Underwriting Agreement, the Shares will be validly issued, fully paid and
nonassessable.
A Full Service Law Firm with Attorneys Licensed in Missouri, California, and Illinois.
Helfrey, Neiers & Jones P.C.
Peak Resorts, Inc.
December 6, 2011
Page 2
December 6, 2011
Page 2
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement, and we consent to the reference to our name under the caption Legal Matters in the
prospectus forming part of the Registration Statement.
We express no opinion herein
as to the laws of any state or jurisdiction other than The General and Business Corporation Law of Missouri, including
applicable statutory provisions, rules and regulations underlying such provisions, and judicial and regulatory
determinations regarding such laws.
This opinion is limited to the specific issued addressed herein, and no opinion may be
inferred or implied beyond that expressly stated herein.
Very truly yours, |
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/s/ Helfrey, Neiers & Jones, P.C. | ||||
HELFREY, NEIERS & JONES, P.C. | ||||