EX-5.1 2 c92185_ex5-1.htm

Exhibit 5.1




October 31, 2018

Sirius XM Holdings Inc.

1290 Avenue of the Americas, 11th Floor

New York, New York 10104

Ladies and Gentlemen:

We have acted as counsel to Sirius XM Holdings Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of up to 512,771,159 shares of Common Stock, par value $0.001 per share (the “Shares”), in connection with the merger contemplated by the Agreement and Plan of Merger and Reorganization, dated as of September 23, 2018 (as amended, the “Merger Agreement”), by and among the Company, White Oaks Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company, Sirius XM Radio Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, Pandora Media, Inc., a Delaware corporation (“Pandora”), Billboard Holding Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Pandora, and Billboard Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pandora.

We have examined the Registration Statement and the Merger Agreement, each of which has been filed with the Commission as an exhibit to the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth.



In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the

conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that when the Shares have been issued in accordance with the terms and conditions set forth in the Merger Agreement, the Shares will be validly issued, fully paid and nonassessable.

We do not express any opinion herein concerning any law other than the Delaware General Corporation Law.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP