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EXCEL - IDEA: XBRL DOCUMENT - Fantex, Inc.Financial_Report.xls
S-1/A - S-1/A - Fantex, Inc.a2222753zs-1a.htm
EX-8.1 - EX-8.1 - Fantex, Inc.a2222753zex-8_1.htm
EX-1.1 - EX-1.1 - Fantex, Inc.a2222753zex-1_1.htm
EX-23.1 - EX-23.1 - Fantex, Inc.a2222753zex-23_1.htm
EX-23.3 - EX-23.3 - Fantex, Inc.a2222753zex-23_3.htm
EX-23.5 - EX-23.5 - Fantex, Inc.a2222753zex-23_5.htm
EX-23.7 - EX-23.7 - Fantex, Inc.a2222753zex-23_7.htm
EX-23.4 - EX-23.4 - Fantex, Inc.a2222753zex-23_4.htm
EX-23.6 - EX-23.6 - Fantex, Inc.a2222753zex-23_6.htm
EX-23.2 - EX-23.2 - Fantex, Inc.a2222753zex-23_2.htm
EX-10.19 - EX-10.19 - Fantex, Inc.a2222753zex-10_19.htm
EX-10.22 - EX-10.22 - Fantex, Inc.a2222753zex-10_22.htm
EX-10.18 - EX-10.18 - Fantex, Inc.a2222753zex-10_18.htm
EX-10.20 - EX-10.20 - Fantex, Inc.a2222753zex-10_20.htm
EX-10.21 - EX-10.21 - Fantex, Inc.a2222753zex-10_21.htm
XML - IDEA: XBRL DOCUMENT - Fantex, Inc.R9999.htm

Exhibit 5.1

 

 

140 Scott Drive

 

 

Menlo Park, California 94025

 

Tel: +1.650.328.4600 Fax: +1.650.463.2600

 

www.lw.com

 

 

 

FIRM / AFFILIATE OFFICES

Abu Dhabi

Milan

Barcelona

Moscow

 

Beijing

Munich

January 16, 2015

Boston

New Jersey

 

Brussels

New York

 

Century City

Orange County

 

Chicago

Paris

 

Doha

Riyadh

 

Dubai

Rome

 

Düsseldorf

San Diego

 

Frankfurt

San Francisco

 

Hamburg

Shanghai

 

Hong Kong

Silicon Valley

 

Houston

Singapore

 

London

Tokyo

Fantex, Inc.

Los Angeles

Washington, D.C.

330 Townsend Street, Suite 234

Madrid

 

San Francisco, CA 94107

 

Re:                             Form S-1 Registration Statement File No. 333-198986

Initial Public Offering of up to 835,800 Shares of

Fantex Series Alshon Jeffery Convertible Tracking Stock of Fantex, Inc.

 

We have acted as counsel to Fantex, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 835,800 shares of Fantex Series Alshon Jeffery Convertible Tracking Stock of the Company, par value $0.0001 per share (“Fantex Series Alshon Jeffery”), and up to 5,000,000 shares of platform common stock, par value $0.0001 per share, of Fantex, Inc. issuable upon the conversion of shares of Fantex Series Alshon Jeffery (“Platform Common Stock,” together with Fantex Series Alshon Jeffery, the “Shares”).  The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed by the Company with the Securities and Exchange Commission (the “Commission”) (Registration No. 333-198986) (as amended, the “Registration Statement”).  This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

 

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.  With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the

 



 

Registration Statement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.  In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act.  We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.”  We further consent to the incorporation by reference of this letter and consent into any registration statement or post-effective amendment to the Registration Statement filed pursuant to Rule 462(b) with respect to the Shares.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

 

Very truly yours,

 

 

 

/s/ Latham & Watkins LLP

 

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