EX-5.1 4 a2222577zex-5_1.htm EX-5.1

Exhibit 5.1

 

 

 

53rd at Third

 

 

885 Third Avenue

 

 

New York, New York 10022-4834

 

 

Tel: +1.212.906.1200 Fax: +1.212.751.4864

GRAPHIC

 

www.lw.com

 

 

 

FIRM / AFFILIATE OFFICES

 

 

 

 

 

Abu Dhabi

Milan

 

 

Barcelona

Moscow

 

 

Beijing

Munich

 

 

Boston

New Jersey

 

 

Brussels

New York

, 2015

 

Chicago

Orange County

 

 

Doha

Paris

 

 

Dubai

Riyadh

 

 

Düsseldorf

Rome

 

 

Frankfurt

San Diego

 

 

Hamburg

San Francisco

 

 

Hong Kong

Shanghai

 

 

Houston

Silicon Valley

 

 

London

Singapore

Shake Shack Inc.

 

Los Angeles

Tokyo

24 Union Square East

 

Madrid

Washington, D.C.

5th Floor

New York, NY 10003

 

Re:  Registration Statement No. 333-        ;          shares of Class A Common Stock, par value $0.01 per share of Shake Shack Inc.

 

Ladies and Gentlemen:

 

We have acted as special counsel to Shake Shack Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to          shares (the “Shares”) of Class A common stock, $0.01 par value per share (the “Common Stock”).  The Shares are included in a registration statement on Form S—1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on December 29, 2014 (Registration No. 333—        ) (as amended, the “Registration Statement”).  The term “Shares” shall include any additional shares of Common Stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement.  This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related 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 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 the Board of Directors of the Company has taken all necessary

 



 

corporate action to authorize and approve the Amended and Restated Certificate of Incorporation of the Company in the form most recently filed as an exhibit to the Registration Statement (the “Amended and Restated Certificate of Incorporation”), when the Amended and Restated Certificate of Incorporation of the Company has been duly filed with the Secretary of State of the State of Delaware and when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, 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 Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.”  We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Shares.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

 

Very truly yours,

 

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