Attached files
file | filename |
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EX-23.1 - EX-23.1 - Goosehead Insurance, Inc. | d514619dex231.htm |
EX-21 - EX-21 - Goosehead Insurance, Inc. | d514619dex21.htm |
EX-10.10 - EX-10.10 - Goosehead Insurance, Inc. | d514619dex1010.htm |
EX-3.1 - EX-3.1 - Goosehead Insurance, Inc. | d514619dex31.htm |
EX-1.1 - EX-1.1 - Goosehead Insurance, Inc. | d514619dex11.htm |
S-1/A - AMENDMENT NO. 2 TO FORM S-1 - Goosehead Insurance, Inc. | d514619ds1a.htm |
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Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 |
212 450 4000 tel 212 701 5800 fax |
EXHIBITS 5.1 AND 23.2
OPINION OF DAVIS POLK & WARDWELL LLP
April 17, 2018
Goosehead Insurance, Inc.
1500 Solana Blvd
Building 4, Suite 4500
Westlake, Texas 76262
Ladies and Gentlemen:
Goosehead Insurance, Inc., a Delaware corporation (the Company), has filed with the Securities and Exchange Commission a Registration Statement on Form S-1 (the Registration Statement) and the related prospectus (the Prospectus) for the purpose of registering under the Securities Act of 1933, as amended (the Securities Act), 9,809,500 shares of its Class A common stock, par value $0.01 per share (the Securities), including 1,279,500 shares subject to the underwriters over-allotment option, as described in the Registration Statement.
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, we advise you that, in our opinion, when the price at which the Securities to be sold has been approved by or on behalf of the Board of Directors of the Company and when the Securities have been issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement referred to in the prospectus which is a part of the Registration Statement, the Securities will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to our name under the caption Legal Matters in the Prospectus. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP