Attached files
file | filename |
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EX-23.1 - EXHIBIT 23.1 - Academy Sports & Outdoors, Inc. | nt10023157x3_ex23-1.htm |
EX-1.1 - EXHIBIT 1.1 - Academy Sports & Outdoors, Inc. | nt10023157x3_ex1-1.htm |
S-1 - S-1 - Academy Sports & Outdoors, Inc. | nt10023157x3_s1.htm |
Exhibit 5.1
Simpson Thacher & Bartlett llp
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425 lexington avenue
new york, ny 10017-3954
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telephone: +1-212-455-2000
facsimile: +1-212-455-2502
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Direct Dial Number
+1-212-455-2485
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E-mail Address
scheong@stblaw.com
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May 3, 2021
Academy Sports and Outdoors, Inc.
1800 North Mason Road
Katy, Texas 77449
Ladies and Gentlemen:
We have acted as counsel to Academy Sports and Outdoors, 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 “Act”), relating to the sale by the selling stockholders referred to in the
Registration Statement (the “Selling Stockholders”) of up to an aggregate of 16,100,000 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company (together with any additional shares of such Common Stock that may
be sold by the Selling Stockholders pursuant to Rule 462(b) (as prescribed by the Commission pursuant to the Act) in connection with the offering described in the Registration Statement, the “Shares”).
We have examined the Registration Statement. 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.
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 Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the
Registration Statement.
Very truly yours,
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/s/ Simpson Thacher & Bartlett LLP
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SIMPSON THACHER & BARTLETT LLP
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BEIJING
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HONG KONG
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HOUSTON
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LONDON
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LOS ANGELES
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PALO ALTO
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SÃO PAULO
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TOKYO
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WASHINGTON, D.C.
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