Exhibit 5.1
May 20, 2019
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Capital Senior Living Corporation 14160 Dallas Parkway, Suite 300 Dallas, Texas 75254 | | Norton Rose Fulbright 2200 Ross Avenue, Suite 3600 Dallas, Texas 75201-2784 United States 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 the offer and sale of an aggregate of up to 3,594,795 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), that may hereafter be issued pursuant to the 2019 Omnibus Stock and Incentive Plan for Capital Senior Living Corporation (the “Plan”) (consisting of 2,250,000 newly authorized shares of Common Stock, 377,516 shares of Common Stock available for future awards under the 2007 Omnibus Stock and Incentive Plan for Capital Senior Living Corporation, as amended (the “2007 Plan”), as of March 26, 2019, the effective date of the Plan, and 967,279 shares of Common Stock subject to outstanding awards under the 2007 Plan as of March 26, 2019 that may thereafter cease to be subject to the award due to the award’s forfeiture, cancelation, or expiration, or because the award is paid or settled in cash).
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 Plan; (iv) the Registration Statement; (v) the applicable minutes of meetings or consents in lieu of meetings of the Company’s board of directors (the “Board”); (vi) the oath of the Inspector of Election for the Annual Meeting of the Company’s stockholders on May 14, 2019; (vii) the Report of Inspector of Election and Ballots for the Annual Meeting of the Company’s stockholders on May 14, 2019; and (viii) 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, (iv) the correctness and accuracy of all facts set forth in the documents referred to in this opinion letter; and (v) compliance in the future with the terms of the Plan by the Company and its employees, officers, the Board and any committees appointed to administer the Plan.
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 Plan, 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.
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