Exhibit 5.1
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August 27, 2018 | | Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan | | Moscow Munich New York Orange County Paris Riyadh Rome San Diego San Francisco Seoul Shanghai Silicon Valley Singapore Tokyo Washington, D.C. |
Encore Capital Group, Inc.
3111 Camino Del Rio North, Suite 103
San Diego, California 92108
Re:Encore Capital Group, Inc.
Ladies and Gentlemen:
We have acted as counsel to Encore Capital Group, Inc., a Delaware corporation (the “Company”), in connection with the sale by the Company of shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000, pursuant to (i) a registration statement on FormS-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on July 16, 2018 (RegistrationNo. 333-226189) (ii) a base prospectus, dated July 16, 2018 (the “Base Prospectus”), (iii) a related prospectus supplement to be filed with the Commission on the date hereof pursuant to Rule 424(b) under the Act (together with Base Prospectus, the “Prospectus”) and (iv) that certain equity distribution agreement, dated August 27, 2018, among the Company, Credit Suisse Securities (USA) LLC and SunTrust Robinson Humphrey, Inc. (the “Equity Distribution Agreement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the 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 the General Corporation Law of the State of Delaware (“DGCL”), and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.