EX-5.1 2 d797183dex51.htm EX-5.1 EX-5.1

Exhibit 5.1



 53rd at Third

 885 Third Avenue

 New York, New York 10022-4834

 Tel: +1.212.906.1200 Fax: +1.212.751.4864





   Beijing    Moscow   
   Boston    Munich   
   Brussels    New York   
   Century City    Orange County   
   Chicago    Paris   
July 8th, 2020    Dubai    Riyadh   
   Düsseldorf    San Diego   
   Frankfurt    San Francisco   
GoHealth, Inc.    Hamburg    Seoul   
214 West Huron St.    Hong Kong    Shanghai   
Chicago, Illinois 60654    Houston    Silicon Valley   
   London    Singapore   
   Los Angeles    Tokyo   
   Madrid    Washington, D.C.   



Registration Statement No. 333-239287;

45,425,000 shares of Class A common stock, par value $0.0001 per share

Ladies and Gentlemen:

We have acted as special counsel to GoHealth, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 45,425,000 shares of Class A common stock, $0.0001 par value per share, which are being offered by the Company (the “Shares”). The Shares are included in a registration statement on Form S–1 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on June 19, 2020 (Registration No. 333–239287, as amended, the “Registration Statement”). The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by 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 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 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 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, upon the proper filing of the amended and restated certificate of incorporation of the Company, substantially in the form most recently filed as an exhibit to the Registration Statement, with the Secretary of State of Delaware and when such 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 (not less than par

July 8, 2020

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value) in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement, 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. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

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.” We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Shares. 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