EX-5.1 2 d445102dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

  355 South Grand Avenue, Suite 100
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August 16, 2017

YogaWorks, Inc.

5780 Uplander Way

Culver City, California 90230

 

  Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel to YogaWorks, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of up to (i) 2,263,213 shares of common stock of the Company, par value $0.001 (“Common Stock”), issuable under the YogaWorks, Inc. 2017 Incentive Award Plan (as amended, the “2017 Plan”), and (ii) 1,283,211 shares of Common Stock issuable under the YWX Holdings, Inc. 2014 Stock Option and Grant Plan (as amended, together with the 2017 Plan, the “Plans”). The shares of Common Stock listed above are collectively referred to herein as the “Shares”.

The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (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 the 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 having independently verified such factual matters. We are opining herein as to the 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 purchasers and have been issued by the Company against payment therefor in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly


August 16, 2017

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adopted thereunder and in accordance therewith), 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.

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. 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,
/s/ Latham & Watkins LLP