Attached files
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| EX-1.1 - EXHIBIT 1.1 - National Vision Holdings, Inc. | s002536x7_ex1-1.htm |
| 8-K - FORM 8-K - National Vision Holdings, Inc. | s002536x7_8k.htm |
Exhibit 5.1
Simpson Thacher & Bartlett LLP
425 lexington avenue
new york, ny 10017-3954
telephone: +1-212-455-2000
facsimile: +1-212-455-2502
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November 19, 2018
National Vision Holdings, Inc.
2435 Commerce Avenue, Bldg. 2200
Duluth, Georgia 30096-4980
Ladies and Gentlemen:
We have acted as counsel to National Vision Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Registration
Statement on Form S-3 (File No. 333-228382) (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”), relating to the sale
from time to time of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company by certain selling stockholders. This opinion relates to the sale by the selling stockholders referred to in the Prospectus (as defined
below) (the “Selling Stockholders”) of an aggregate of 12,500,000 shares of Common Stock (the “Shares”) pursuant to an Underwriting Agreement, dated November 14, 2018 (the “Underwriting Agreement”), among the Company, the Selling Stockholders and
the underwriters named therein.
We have examined the Registration Statement; the prospectus, dated November 14, 2018 (the “Base Prospectus”), as supplemented by the
prospectus supplement dated November 14, 2018 relating to the Shares (together with the Base Prospectus, the “Prospectus”), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act; and
the Underwriting Agreement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or
comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth.
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National Vision Holdings, Inc.
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November 19, 2018
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In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the
Shares have been validly issued and are fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Current Report on Form 8-K filed by the Company with the
Commission on November 19, 2018 and to the use of our name under the caption “Legal Matters” in the Prospectus.
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Very truly yours, |
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/s/ SIMPSON THACHER & BARTLETT LLP |