EX-5.1
Published on May 7, 2021
Exhibit 5.1
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听 | 505 Montgomery Street, Suite 2000 | |||
听 | San Francisco, California 听听94111-6538 | |||
听 | Tel:听+1.415.391.0600听听听Fax:听+1.415.395.8095 听 www.lw.com 听 |
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听 | FIRM / AFFILIATE OFFICES | ||
听 | Beijing | 听听 | Moscow | |
听 | Boston | 听听 | Munich | |
听 | Brussels | 听听 | New York | |
听 | Century听City | 听听 | Orange County | |
听 | Chicago | 听听 | Paris | |
May 7, 2021 | 听 | Dubai | 听听 | Riyadh |
听 | 顿眉蝉蝉别濒诲辞谤蹿 | 听听 | San Diego | |
听 | Frankfurt | 听听 | San听Francisco | |
听 | Hamburg | 听听 | Seoul | |
听 | Hong听Kong | 听听 | Shanghai | |
听 | Houston | 听听 | Silicon Valley | |
听 | London | 听听 | Singapore | |
听 | Los听Angeles | 听听 | Tokyo | |
五星体育直播 | 听 | Madrid | 听听 | Washington, D.C. |
200 Penobscot Drive | 听 | Milan | 听听 |
Redwood City, CA 94063
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听 | Re: | Registration Statement No.听333-255926; Up to $50,000,000 of Shares of Common Stock, par value $0.0001 per share |
Ladies and Gentlemen:
We have acted as special counsel to 五星体育直播, a Delaware corporation (the 聯Company聰), in connection with the proposed issuance from time to time of shares of common stock of the Company, par value $0.0001 per share, having an aggregate offering price of up to $50,000,000 (the 聯Shares聰), by the Company pursuant to the equity distribution agreement dated May 7, 2021 (the 聯Equity Distribution Agreement聰) between the Company and Piper Sanlder听& Co. The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the 聯Act聰), filed with the Securities and Exchange Commission (the 聯Commission聰) on May听7, 2021 (Registration No.听333聳255926) (as amended, the 聯Registration Statement聰), a related base prospectus dated May听7, 2021 (the 聯Base Prospectus聰) and a prospectus supplement dated May听7, 2021 filed with the Commission pursuant to Rule 424(b) under the Act (the 聯Equity Distribution Agreement Prospectus聰 and, together with the Base Prospectus, the 聯Prospectus聰). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act. No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the 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, 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 (i)听the Shares shall have been duly registered on the books of the transfer
May 7, 2021
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agent and registrar therefor in the name or on behalf of the purchasers, and (ii)听have been issued by the Company against payment therefor in total numbers that do not exceed the total number of shares available under the Company聮s certificate of incorporation and in the circumstances contemplated by the Sales Agreement, (a)听the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, (b)听the Shares will be validly issued, and (c)听the Shares will be 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 General Corporation Law of the State of Delaware.
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 Company聮s Form 8-K dated May听7, 2021 and to the reference to our firm in the Prospectus under the heading 聯Legal Matters.聰 In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section听7 of the Act or the rules and regulations of the Commission thereunder.
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Very truly yours, |
/s/ Latham听& Watkins |
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