EX-5.1 2 d85187dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

 

1271 Avenue of the Americas

 

New York, New York 10020-1401

 

Tel: +1.212.906.1200 Fax: +1.212.751.4864

 

www.lw.com

  FIRM / AFFILIATE OFFICES
LOGO   Austin    Milan
  Beijing    Munich
  Boston    New York
  Brussels    Orange County
  Chicago    Paris
September 18, 2025   Dubai    Riyadh
  Düsseldorf    San Diego
  Frankfurt    San Francisco
  Hamburg    Seoul
  Hong Kong    Silicon Valley
StubHub Holdings, Inc.   Houston    Singapore
175 Greenwich Street, 59th Floor   London    Tel Aviv
New York, New York 10007   Los Angeles    Tokyo
  Madrid    Washington, D.C.

 

Re:

Registration Statement on Form S-8

To the addressee set forth above:

We have acted as special counsel to StubHub Holdings, Inc., a Delaware corporation (the “Company”), in connection with the registration for resale from time to time by certain selling stockholders (the “Selling Stockholders”) of up to 3,225,151 shares (the “Shares”) of the Company’s Class A common stock, $0.001 par value per share, issued to the Selling Stockholders by the Company. The Shares are included in a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), and the related prospectus included in the Registration Statement (the “Prospectus”), filed with the Securities and Exchange Commission (the “Commission”) on September 18, 2025. 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 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, the Shares are validly issued, fully paid and non-assessable.


September 18, 2025

Page 2

 

LOGO

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