Exhibit 5.1
January 8, 2019 | ||
Norton Rose Fulbright | ||
2200 Ross Avenue, Suite 3600 | ||
Dallas, Texas 75201-2784 | ||
Capital Senior Living Corporation | United States | |
14160 Dallas Parkway, Suite 300 | ||
Dallas, Texas 75254 | Tel +1 214 855 8000 | |
Fax +1 214 855 8200 | ||
nortonrosefulbright.com |
Ladies and Gentlemen:
We have acted as counsel for Capital Senior Living Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on FormS-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), covering the registration of 588,097 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), consisting of (i) 147,239 shares of Common Stock subject to anon-qualified stock option, (ii) a maximum of 368,098 shares of performance-based restricted stock (consisting of 147,239 shares that vest upon achievement of the target performance objective and an additional 220,859 shares that are issuable upon achievement of the maximum performance objective), and (iii) 73,620 shares of time-based restricted stock, each of which is being granted as an inducement award outside of a plan to Kimberly S. Lody in connection with her appointment of the Company’s President and Chief Executive Officer (collectively, the “Inducement Awards”).
In connection with the opinion expressed herein, 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 or appropriate for the purposes of our opinion, including: (i) the Company’s Amended and Restated Certificate of Incorporation and all amendments thereto, (ii) the Company’s Second Amended and Restated Bylaws, (iii) the award agreements governing the Inducement Awards, (iv) the Registration Statement, (v) the relevant corporate resolutions, and (vi) certificates of officers of the Company with respect to certain facts material to the opinion contained herein.
For the purposes of expressing the opinion hereinafter set forth, we have assumed: (i) the genuineness of all signatures and documents examined by us, (ii) the authenticity of all documents submitted to us as originals, (iii) the conformity to the originals of all documents submitted to us as copies, and (iv) the correctness and accuracy of all facts set forth in the documents referred to in this opinion letter.
Based on the foregoing and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that upon the issuance of Shares in accordance with the terms and conditions of the Inducement Awards, including receipt prior to issuance by the Company of the full consideration for the Shares (which consideration shall be at least equal to the par value thereof), the Shares will be validly issued, fully paid and nonassessable.
Our opinion herein is limited in all respects to the General Corporation Law of the State of Delaware, which includes those statutory provisions as well as all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws, and the federal laws of the United States of America, and we do not express any opinion as to the applicability of or the effect thereon of the laws of any other jurisdiction. We express no opinion as to any matter other than as set forth herein, and no opinion may be inferred or implied herefrom.
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Capital Senior Living Corporation
January 8, 2019
Page 2
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours, |
/s/ Norton Rose Fulbright US LLP |
NORTON ROSE FULBRIGHT US LLP |