EX-5.1 3 a18-39532_1ex5d1.htm EX-5.1

Exhibit 5.1

 

 

November 8, 2018

 

Strategic Education, Inc.

2303 Dulles Station Boulevard

Herndon, Virginia 20171

 

Re:                             Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as special Maryland counsel to Strategic Education, Inc., a Maryland corporation (the “Company”), in connection with the registration of 1,475,260 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), as follows:  (i) 700,000 newly authorized shares for issuance by the Company from time to time pursuant to the Company’s obligations under the Strategic Education, Inc. 2018 Equity Incentive Plan (the “2018 Equity Plan”),  (ii) 133,352 shares that are available for future awards under the Strayer Education, Inc. 2015 Equity Compensation Plan (the “Prior Plan”), and (iii) up to 641,908 Shares related to awards outstanding under the Prior Plan that may become available for issuance under the 2018 Equity Plan, if such outstanding awards terminate by expiration or forfeiture, cancellation or otherwise without the issuance of such shares of Common Stock.  The Shares are covered by the Registration Statement on Form S-8 (the “Registration Statement”) as filed on the date hereof by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).

 

We have examined the Registration Statement, exclusive of the exhibits thereto and documents incorporated by reference therein, the 2018 Equity Plan and various other documents, corporate records (including, without limitation, certain actions of the board of directors of the Company and of the stockholders of the Company), and such statutes as we have deemed necessary for the purposes of giving the opinions set forth in this opinion letter.  Based upon that examination and subject to the assumptions and qualifications set forth herein, we are of the opinion that:

 

1.                                      The Company is a corporation validly existing under the laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”).

 

2.                                      The issuance of the Shares has been duly authorized by all necessary corporate action on the part of the Company and, upon the issuance and delivery of the Shares in the manner contemplated by the Registration Statement and the 2018 Equity Plan, the Shares will be legally issued, fully paid and non-assessable.

 

In giving the opinions set forth herein, we have made the following assumptions:

 

 

(a)                                 (i) All documents submitted to us as originals are authentic, (ii) all documents submitted to us as copies conform to the original documents, (iii) all signatures on all documents submitted to us for examination are genuine, (iv) all natural persons who executed any of the documents that were reviewed by us had legal capacity at the time of such execution and (v) all public records reviewed by us or on our behalf are accurate and complete.

 

(b)                                 At the time of issuance of any of the Shares, the Company will have a sufficient number of authorized but unissued shares of Common Stock pursuant to its charter for the issuance.

 

(c)                                  The Shares will be issued pursuant to options to acquire shares, restricted stock awards, stock appreciation right awards, or other stock-based awards that will have been properly authorized and granted after the date hereof by the Compensation Committee of the board of directors of the Company pursuant to and in accordance with the terms of the 2018 Equity Plan, and each issuance of the Shares will be in accordance with the terms of the applicable award.

 

(d)                                 At the time of issuance of any of the Shares, the Company will be in good standing under the laws of the State of Maryland.

 

We have relied as to certain factual matters on information obtained from public officials and officers of the Company.  In giving our opinion set forth in numbered opinion paragraph 1 above, our opinion is based solely on a certificate issued by the SDAT on November 5, 2018, to the effect that, among other things, the Company is duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing.

 

Our opinions expressed herein are limited to the laws of the State of Maryland, except that we express no opinion with respect to the blue sky or other securities laws or regulations of the State of Maryland.  We express no opinion with respect to the laws of, or the effect or applicability of the laws of, any jurisdiction other than the laws of the State of Maryland.  The opinions expressed herein are limited to the matters set forth in this letter and no other opinion should be inferred beyond the matters expressly stated.

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement.  In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.

 

Very truly yours,

 

 

 

Miles & Stockbridge P.C.

 

 

 

 

 

 

 

By:

/s/ J.W. Thompson Webb

 

 

Principal

 

 

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