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S-1 - S-1 - Bloomin' Brands, Inc.d531571ds1.htm
EX-23.1 - EX-23.1 - Bloomin' Brands, Inc.d531571dex231.htm

Exhibit 5.1

 

 

Baker & Hostetler LLP

PNC Center

1900 East 9th Street, Suite 3200

Cleveland, OH    44114-3482

 

T    216.621.0200

F    216.696.0740

www.bakerlaw.com

May 8, 2013

Bloomin’ Brands, Inc.

2202 North West Shore Boulevard, Suite 500

Tampa, Florida 33607

Ladies and Gentlemen:

We have acted as counsel for Bloomin’ Brands, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (as amended, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the offer and sale of up to 19,550,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) by certain selling stockholders (the “Selling Stockholders”) named in the Registration Statement (including 2,550,000 shares subject to the underwriters’ option described in the Registration Statement) (the “Shares”). The term “Shares” shall also include any additional shares of Common Stock registered by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offering contemplated by the Registration Statement. The Shares are proposed to be sold pursuant to an underwriting agreement entered into among the Company, the Selling Stockholders and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters named therein.

We have examined such documents and such matters of fact and law as we deem necessary to render the opinions contained herein. In our examination, we have assumed, but have not independently verified, the genuineness of all signatures, the conformity to original documents of all documents submitted to us as certified, facsimile or other copies, and the authenticity of all such documents. As to questions of fact material to this opinion, we have relied on certificates or comparable documents of public officials and of officers and representatives of the Company.

Chicago    Cincinnati    Cleveland    Columbus    Costa Mesa

Denver    Houston    Los Angeles    New York    Orlando    Washington, DC


Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.

The opinions expressed herein are limited to the General Corporation Law of the State of Delaware, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

We hereby consent to the filing of this letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus included therein. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Baker & Hostetler LLP