Exhibit 5.1
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| | 787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 |
September 10, 2021
Capital Senior Living Corporation
14160 Dallas Parkway, Suite 300
Dallas, Texas 75254
Ladies and Gentlemen:
We have acted as counsel to Capital Senior Living Corporation, a Delaware corporation (the “Company”), in connection with (i) the proposed transactions contemplated by the Investment Agreement, dated as of July 22, 2021 (the “Investment Agreement”) by and among the Company and Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP and (ii) the issuance by the Company to the holders of its common stock, par value $0.01 per share (“Common Stock”), of non-transferable rights (the “Rights”) entitling the holders of such Rights to subscribe for and purchase, upon exercise of the Rights, up to an aggregate of 2,190,599 shares of Common Stock (the “Shares”). The Shares are being offered pursuant to Registration Statement on Form S-3 (File No. 333-237624) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on April 9, 2020 and as amended on April 30, 2020 and declared effective on May 6, 2020, and the related prospectus contained in the Registration Statement (the “Base Prospectus”), as supplemented by the prospectus supplement, dated September 10, 2021 and filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”).
We have examined copies of the Amended and Restated Certificate of Incorporation of the Company, as amended, the Second Amended and Restated Bylaws of the Company, the Registration Statement, the Prospectus, the Investment Agreement, relevant resolutions adopted by the Company’s Board of Directors, and other records and documents that we have deemed necessary for the purpose of this opinion. We have also examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, papers, statutes and authorities as we have deemed necessary to form a basis for the opinions hereinafter expressed.
In our examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us. As to various questions of fact material to our opinion, we have relied on statements and certificates of officers and representatives of the Company and public officials.
Based on and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized by all requisite corporate action on the part of the Company and, when issued, sold and paid for in accordance with the terms and subject to the conditions set forth in the Prospectus and in accordance with the terms and subject to the conditions set forth in the Investment Agreement, the Shares will be validly issued, fully paid and non-assessable.
BRUSSELS CHICAGO FRANKFURT HOUSTON LONDON LOS ANGELES MILAN
NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON
