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

	FIRM / AFFILIATE OFFICES
	Austin	Milan
	Beijing	Munich
	Boston	New York
	Brussels	Orange County
	Century City	Paris
December 20, 2023	Chicago	Riyadh
	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

Houlihan Lokey, Inc.

5th Floor

10250 Constellation Boulevard

Los Angeles, California 90067

Re:

Registration Statement on Form S-3 (No. 333-273952); 174,335 shares of Class A Common Stock, par value $0.001 per share.

To the addressees set forth above:

We have acted as special counsel to Houlihan Lokey, Inc., a Delaware corporation (the “Company”), in connection withthe offering of 174,335 shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”) issuable upon conversion of an equal number of shares of the Company’s Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”), to be sold by certain selling stockholders as described in the Prospectus (as defined below). The offering and sale of the Shares is covered by the above-referenced Registration Statement (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “Act”), a base prospectus dated August 11, 2023 included in the Registration Statement at the time it originally became effective (the “Base Prospectus”) and a prospectus supplement dated December 20, 2023 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). 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 sale 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 the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.