Attached files

file filename
S-1/A - S-1/A - Moelis & Coa2219289zs-1a.htm
EX-1.1 - EX-1.1 - Moelis & Coa2219289zex-1_1.htm
EX-10.7 - EX-10.7 - Moelis & Coa2219289zex-10_7.htm
EX-99.1 - EX-99.1 - Moelis & Coa2219289zex-99_1.htm
EX-23.1 - EX-23.1 - Moelis & Coa2219289zex-23_1.htm
EX-10.16 - EX-10.16 - Moelis & Coa2219289zex-10_16.htm
EX-10.15 - EX-10.15 - Moelis & Coa2219289zex-10_15.htm
EX-10.17 - EX-10.17 - Moelis & Coa2219289zex-10_17.htm
EX-10.14 - EX-10.14 - Moelis & Coa2219289zex-10_14.htm

Exhibit 5.1

 

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036

 

April 4, 2014

 

Moelis & Company

399 Park Avenue, 5th Floor

New York, New York 10022

 

Re:                             Moelis & Company

Registration Statement on Form S-1

(File No. 333-194306)

 

Ladies and Gentlemen:

 

We have acted as special counsel to Moelis & Company, a Delaware corporation (the “Company”), in connection with the initial public offering by the Company (the “IPO”) of up to 7,300,000 shares (the “Primary Shares”) of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), and, subject to the underwriters’ option to purchase additional shares of Class A Common Stock to cover over-allotments, the sale by the Company of up to 1,095,000 additional shares of Class A Common Stock (“Additional Shares” and, together with the Primary Shares, the “Shares”).

 

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”).

 

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (a) the Registration Statement on Form S-1 (File No. 333-194306 of the Company, as filed with the Securities and Exchange Commission (the “Commission”) under the Act on March 4, 2014; (b) Pre-Effective Amendments No. 1 through No. 3 thereto (such Registration Statement, as so amended, being hereinafter referred to as the “Registration Statement”); (c) the form of underwriting agreement (the “Underwriting Agreement”) proposed to be entered into by and among Goldman, Sachs & Co. and Morgan Stanley & Co. LLC as representatives of the several underwriters named in Schedule I thereto, and the Company, filed as Exhibit 1.1 to the Registration Statement; (d) the Certificate of Incorporation of the Company, as amended to date and currently in effect; (e) the Bylaws of the Company, as amended to date and currently in effect; (f) the form of Amended and Restated Certificate of Incorporation of the Company (the “New Charter”), to be in effect immediately prior to the consummation of the IPO and filed as Exhibit 3.1 to the Registration Statement; (g) the form of Amended and Restated Bylaws of the Company (the “New Bylaws”), to be in effect

 



 

immediately prior to the consummation of the IPO and filed as Exhibit 3.2 to the Registration Statement; and (h) certain resolutions of the Board of Directors of the Company relating to the issuance of the Shares and related matters. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth below.

 

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

 

Members of our firm are admitted to the bar in the State of New York, and we do not express any opinion with respect to the law of any jurisdiction other than Delaware corporate law (including, to the extent applicable, the Delaware constitution and judicial decisions) and we do not express any opinion as to the effect of any other laws on the opinions herein stated.

 

Based upon and subject to the foregoing, we are of the opinion that:

 

Upon the (i) due filing of the New Charter with the Secretary of State of the State of Delaware and the effectiveness thereof under Delaware law, (ii) adoption by the Board of Directors of the Company of the New Bylaws, (iii) due action by a duly appointed committee of the Board of Directors of the Company to determine the price per share of the Shares and (iv) due execution and delivery of the Underwriting Agreement and issuance of the Shares against payment therefor in accordance with the Underwriting Agreement, the Shares will have been duly authorized by all necessary corporate action of the Company and will be validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

 

 

Very truly yours,

 

 

 

 

 

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

 

2