Exhibit 5.1
LETTERHEAD OF BGC PARTNERS, INC.
January 12, 2016
BGC Partners, Inc.
499 Park Avenue
New York, New York 10022
Ladies and Gentlemen:
I am the Executive Vice President, General Counsel and Secretary of BGC Partners (the “Company”). In connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on the date hereof, relating to the registration for resale under the Securities Act of 1933, as amended (the “Securities Act”), of up to 23,481,192 (the “Shares”) of the Company’s Class A common stock, par value $0.01 per share (“Class A common stock”), issued to by the Company to the stockholders of Jersey Partners Inc. (“JPI”) in connection with a private placement of shares of our Class A common stock pursuant to that certain Agreement and Plan of Merger, dated as of December 22, 2015, by and among BGC, JPI Merger Sub 1, Inc., JPI Merger Sub 2, LLC, JPI, New JP Inc. and the individual signatories thereto (the “Back-End Merger Agreement”), you have requested my opinion with respect to the matters set forth below.
For the purposes of this opinion letter, I, or attorneys working under my direction (collectively, “we”), have examined the Registration Statement and the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments, including the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated Bylaws of the Company, and the Back-End Merger Agreement, and have made such other investigations as we have deemed relevant and necessary in connection with the opinions set forth below. As to questions of fact material to this opinion letter, we have relied, with your approval, upon oral and written representations and certificates of officers and other representatives of the Company and certificates or comparable documents of public officials.
In making such examination and rendering the opinion set forth below, we have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to us as originals, that all documents submitted to us as copies are true and correct copies of the originals, the authenticity of the originals of such documents submitted to us as copies, and the legal capacity of all individuals executing any of the foregoing documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that the Shares are validly issued, fully paid and non-assessable.
I am a member of the bar of the State of New York, and I do not express any opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing). This opinion letter has been prepared for use in connection with the filing by the Company of the Registration Statement. I assume no obligation to advise you of any change in the foregoing subsequent to the delivery of this opinion letter.
I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and the use of my name under the caption “Legal Matters” therein. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the SEC promulgated thereunder.
| Very truly yours, |
| /s/ Stephen M. Merkel |
| Stephen M. Merkel |
Executive Vice President, General Counsel and Secretary |
