Exhibit 5.1

 

601 Lexington Avenue New York, NY 10022 United States
	Facsimile:
+1 212 446 4800	+1 212 446 4900
www.kirkland.com

March 17, 2023

Ladder Capital Corp
320 Park Avenue, 15th Floor
New York, New York 10022

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We are acting as special counsel to Ladder Capital Corp, a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of a Registration Statement on Form S-3 (as amended or supplemented, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

The Registration Statement relates to the offer and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act, of (i) an indeterminate number of shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share, to be sold by the Company or certain stockholders of the Company and (ii) an indeterminate amount of one or more series of debt securities of the Company (the “Debt Securities” and, together with the Shares, the “Securities”), in one or more offerings from time to time on a delayed or continuous basis.

You have advised us that the Debt Securities will be issued under the indenture filed as an exhibit to the Registration Statement (including any amendments or supplements thereto, the “Indenture”), dated March 17, 2023, between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”).

In connection with the registration of the Securities, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the organizational documents of the Company, (ii) minutes and records of the corporate proceedings of the Company and (iii) the Registration Statement and the exhibits thereto.

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Ladder Capital Corp
March 17, 2023
Page 2

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto, other than the Company, and the due authorization, execution and delivery of all documents by the parties thereto, other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of the officers and other representatives of the Company and others as to factual matters.

We have also assumed that:

(i) the Registration Statement will be effective and will comply with all applicable laws at the time the Securities are offered or issued as contemplated by the Registration Statement;

(ii) a prospectus supplement (the “Prospectus Supplement”) will have been prepared and filed with the Commission, along with any exhibits necessary under the rules and regulations of the Commission, describing the Securities offered thereby and will comply with all applicable laws;

(iii) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner and for the consideration stated in the Registration Statement and the applicable Prospectus Supplement;

(iv) the Securities will be issued and sold in the form and containing the terms set forth in the Registration Statement and the applicable Prospectus Supplement and, if applicable, the Indenture;

(v) any supplements, amendments or certificates required to issue the Debt Securities under the Indenture will have been duly authorized, executed and delivered by the Company and, if applicable, the Trustee;

(vi) the Indenture and the Trustee will have been qualified under the Trust Indenture Act of 1939, as amended;

(vii) any shares of Class A Common Stock issuable upon conversion, exchange or exercise of any Debt Security being offered or issued will be duly authorized, created, and, if appropriate, reserved for issuance upon such conversion, exchange or exercise;

 

Ladder Capital Corp
March 17, 2023
Page 3

(viii) at the time of the issuance, sale and delivery of each Security, (1) the authorization of such Security by the Company will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity, legally binding character or enforceability of such Security and (2) the issuance, sale and delivery of such Security, the terms of such Security and, if applicable, the terms of the Indenture, and compliance by the Company with the terms of such Security, as well as the terms of the applicable Purchase Agreement (as defined below) and, if applicable, the Indenture, will not violate any applicable law, any agreement or instrument then binding upon the Company or any restriction imposed by any court or governmental body having jurisdiction over the Company;

(ix) a definitive purchase, underwriting, distribution, sales agent or similar agreement, if applicable (each, a “Purchase Agreement”), with respect to any Securities offered or issued will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; and

(x) the Company will have obtained any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities necessary to issue and sell the Securities being offered and to execute and deliver the applicable Purchase Agreement.

Based upon and subject to the qualifications, assumptions and limitations set forth herein, we are of the opinion that:

1.            When, as and if (a) the Shares have been duly authorized by appropriate corporate action and (b) issued upon receipt of payment therefor in accordance with applicable law and the terms of the applicable Purchase Agreement (including any Shares delivered upon conversion of any Debt Securities pursuant to the terms thereof that are convertible into Shares, assuming that such Debt Securities have been duly authorized and duly established in accordance with the terms of the Indenture, applicable law and appropriate corporate action, and that such Debt Securities have been duly executed, attested, issued and delivered by duly authorized officers of the Company against payment in accordance with such Company authorization, the Indenture, the applicable Purchase Agreement and applicable law, and duly authenticated by the Trustee in accordance with the Indenture), such Shares will be validly issued, fully paid and non-assessable.

2.            When, as and if (a) any Debt Securities have been duly authorized and duly established in accordance with the Indenture and applicable law, (b) appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of such Debt Securities (and any required amendment or supplement to the Indenture), and (c) the applicable Debt Securities have been duly executed, attested, issued and delivered by duly authorized officers of the Company against payment in accordance with such Company authorization, the Indenture, the applicable Purchase Agreement and applicable law, and duly authenticated by the Trustee in accordance with the Indenture, and, in the case of Debt Securities convertible into Shares, when the Shares have been duly authorized in accordance with applicable law and appropriate corporate action, such Debt Securities will constitute binding obligations of the Company enforceable against the Company in accordance with their terms.

 

Ladder Capital Corp
March 17, 2023
Page 4

Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) other commonly recognized statutory and judicial constraints as to enforceability, including statutes of limitations, and (iv) public policy considerations that may limit the rights of parties to obtain certain remedies. In addition, our opinion expressed above is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the laws of the State of New York and the General Corporation Law of the State of Delaware. We have assumed that the applicable Purchase Agreement and the Indenture will be governed by, and construed in accordance with, the laws of the State of New York.

We express no opinion with respect to the enforceability of (i) consents to, or restrictions upon, judicial relief or jurisdiction or venue; (ii) waivers of rights or defenses with respect to stay, extension or usury laws; (iii) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights; (iv) waivers of broadly or vaguely stated rights; (v) provisions for exclusivity, election or cumulation of rights or remedies; (vi) provisions authorizing or validating conclusive or discretionary determinations; (vii) grants of setoff rights; (viii) provisions for the payment of attorneys’ fees where such payment is contrary to law or public policy; (ix) proxies, powers and trusts; (x) restrictions upon non-written modifications and waivers; (xi) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property; (xii) any provision to the extent it requires any party to indemnify any other person against loss in obtaining the currency due following a court judgment in another currency; (xiii) provisions for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty; and (xiv) any rights to contribution or indemnification which may be violative of public policy underlying any law, rule or regulation (including federal or state securities law, rule or regulation) or the enforceability of any so called fraudulent conveyance or fraudulent transfer “savings clause” (and any similar provision in any other document or agreement) to the extent such provisions purport to limit the amount of the obligations of any party or the right to contribution of any other party with respect to such obligations. In addition, we express no opinion with respect to (i) whether acceleration of the Debt Securities may affect the collectability of that portion of the stated principal amount thereof that might be determined to constitute unearned interest thereon, (ii) compliance with laws relating to permissible rates of interest or (iii) the creation, validity, perfection or priority of any security interest or lien.

 

Ladder Capital Corp
March 17, 2023
Page 5

To the extent that the obligations of the Company under the Indenture may be dependent on such matters, we assume for purposes of this opinion that (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) that the Trustee is duly qualified to engage in the activities contemplated by the Indenture and the Indenture has been duly authorized, executed and delivered by the Trustee; (iii) that the Indenture will constitute the legally valid and binding obligations of the Trustee, enforceable against the Trustee in accordance with its terms; (iv) that the Trustee will be in compliance, generally and with respect to acting as the trustee under the Indenture with all applicable laws and regulations; and (v) that the Trustee will have at all times the requisite organizational and legal power and authority to perform its obligations under the Indenture.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this 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 Commission.

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the sale of the Securities.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. The Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect. This opinion speaks only as of the date hereof and we assume no obligation to revise or supplement this opinion after the date hereof.

This opinion is furnished to you in connection with the filing of the Registration Statement and in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.

 

Ladder Capital Corp
March 17, 2023
Page 6

Sincerely,

/s/ Kirkland & Ellis LLP

KIRKLAND & ELLIS LLP