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EX-23.1 - EXHIBIT 23.1 - Academy Sports & Outdoors, Inc.ny20000592x3_ex23-1.htm
EX-1.1 - EXHIBIT 1.1 - Academy Sports & Outdoors, Inc.ny20000592x3_ex1-1.htm
S-1 - S-1 - Academy Sports & Outdoors, Inc.ny20000592x3_s1.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

Direct Dial Number
+1-212-455-2948
 
E-mail Address
jkaufman@stblaw.com

September 13, 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 (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 18,645,602 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company 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,
 
 
 
/s/ Simpson Thacher & Bartlett LLP
 
 
 
SIMPSON THACHER & BARTLETT LLP

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