EX-5.1 4 d464193dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

LOGO

 

53rd at Third

885 Third Avenue

New York, New York 10022-4834

Tel: +1.212.906.1200 Fax: +1.212.751.4864

www.lw.com

 

FIRM / AFFILIATE OFFICES

 

November 7, 2017

 

Funko, Inc.

2802 Wetmore Avenue

Everett, Washington 98201

 

Barcelona

   Moscow
 

Beijing

   Munich
 

Boston

   New York
 

Brussels

   Orange County
 

Century City

   Paris
 

Chicago

   Riyadh
 

Dubai

   Rome
 

Düsseldorf

   San Diego
 

Frankfurt

   San Francisco
 

Hamburg

   Seoul
 

Hong Kong

   Shanghai
 

Houston

   Silicon Valley
 

London

   Singapore
 

Los Angeles

   Tokyo
 

Madrid

   Washington, D.C.
 

Milan

  

 

  Re: Registration Statement on Form S-8 with respect to 5,518,518 shares of Class A common stock, par value $0.0001 per share

Ladies and Gentlemen:

We have acted as special counsel to Funko, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company on the date hereof with the Securities and Exchange Commission (the “Commission”) of a Registration Statement (the “Registration Statement”) on Form S-8 under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 5,518,518 shares of Class A common stock of the Company, par value $0.0001 per share (the “Shares”), which may be issued pursuant to the Company’s 2017 Incentive Award Plan (the “Incentive Plan”). 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, other than as expressly stated herein with respect to the issuance 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 (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 for legal consideration in excess of par value in the circumstances contemplated by the Incentive Plan, assuming in each case that the individual issuances, grants or awards under the Incentive Plan are duly authorized by all necessary corporate action and duly issued, granted or


November 7, 2017

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awarded and exercised in accordance with the requirements of law and the Incentive Plan (and the agreements duly 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 such Shares will be validly issued, fully paid and non-assessable. 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. 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