Exhibit 5.1
| | |
| | 600 Congress Avenue, Suite 2200 Austin, TX 78701 Telephone:512-305-4700 Fax:512-305-4800 www.lockelord.com |
July 17, 2019
Lamar Advertising Company
5321 Corporate Boulevard
Baton Rouge, LA 70808
Ladies and Gentlemen:
We are delivering this opinion to you in accordance with your request and the requirements of Item 8 of FormS-8 and Item 601(b)(5) of RegulationS-K promulgated by the Securities and Exchange Commission (the “Commission”). We have acted as your counsel in connection with the preparation of the Registration Statement on FormS-8 (the “Registration Statement”) of Lamar Advertising Company (the “Company”), a Delaware corporation, to be filed on or about the date hereof with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended. The Registration Statement relates to 492,789 shares (the “Shares”) of the Company’s Class A Common Stock, $0.001 par value per share, that may be offered from time to time pursuant to the provisions of the Company’s 2019 Employee Stock Purchase Plan (the “Plan”).
In connection with rendering this opinion, we have examined originals, certified copies or copies otherwise identified as being true copies of the following:
(a) the Registration Statement;
(b) Amended and Restated Certificate of Incorporation of the Company, as amended and restated to date;
(c) the Amended and Restated Bylaws of the Company, as amended to date;
(d) corporate proceedings of the Company relating to its proposed issuance of the Shares;
(e) the Plan; and
(f) such other instruments and documents as we have deemed relevant or necessary in connection with our opinion set forth herein.
In our examination, we have assumed (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies and the authenticity of the originals of such documents; (iv) the authority of all persons signing any document; (v) the enforceability of all the documents and agreements we have reviewed in accordance with their respective terms against the parties thereto; and (vi) the truth and accuracy of all matters of fact set forth in all certificates and other instruments furnished to us.