EX-5.1 3 d632690dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

  10250 Constellation Blvd., Suite 1100
  Los Angeles, California 90067
 

Tel: +1.424.653.5500 Fax: +1.424.653.5501

www.lw.com

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  FIRM / AFFILIATE OFFICES
  Austin    Milan
  Beijing    Munich
  Boston    New York
  Brussels    Orange County
  Century City    Paris
January 24, 2024   Chicago    Riyadh

 

The Beachbody Company, Inc.

400 Continental Blvd., Suite 400

El Segundo, California 90245

  Dubai    San Diego
  Düsseldorf    San Francisco
  Frankfurt    Seoul
  Hamburg    Silicon Valley
  Hong Kong    Singapore
  Houston    Tel Aviv
  London    Tokyo
  Los Angeles    Washington, D.C.
  Madrid   

Re: The Beachbody Company, Inc.; 543,590 shares of Class A Common Stock, $0.0001 par value per share, issuable upon exercise of warrants

To the addressees set forth above:

We have acted as special counsel to The Beachbody Company, Inc., a Delaware corporation (the “Company”), in connection with the 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 January 24, 2024 (as amended, the “Registration Statement”). The Registration Statement relates to the registration of 543,590 shares (the “Shares”) of the Company’s Class A common stock, $0.0001 par value per share, issuable upon the exercise of outstanding warrants (the “Common Warrants”), all of which are being offered by certain selling stockholders identified in the Registration Statement (the “Selling Stockholders”). 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 (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 General Corporation Law of the State of Delaware (the “DGCL”), 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 Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the Selling Stockholders, and have been issued by the Company against payment therefor (not less than par value) in the circumstances


January 24, 2024

Page 2

 

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contemplated by the Common Warrants and in total amounts and numbers of shares that does not exceed the total amounts and numbers of shares available under the Second Amended and Restated Certificate of Incorporation of the Company, the issue 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 DGCL.

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.” 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.

 

Sincerely,
/s/ Latham & Watkins LLP