Exhibit 5.1
| | | | |
| | 355 South Grand Avenue, Suite 100 |
| | LosAngeles, California 90071-1560 |
| | Tel: +1.213.485.1234 Fax: +1.213.891.8763 |
| | www.lw.com |
| | FIRM / AFFILIATE OFFICES |
| | Beijing | | Moscow |
| | Boston | | Munich |
| | Brussels | | New York |
| | Century City | | Orange County |
| | Chicago | | Paris |
| | Dubai | | Riyadh |
| May 20, 2020 | | Düsseldorf | | San Diego |
| | Frankfurt | | San Francisco |
| | Hamburg | | Seoul |
| | Hong Kong | | Shanghai |
| | Houston | | Silicon Valley |
| | London | | Singapore |
| | Los Angeles | | Tokyo |
| | Madrid | | Washington, D.C. |
| | Milan | | |
Houlihan Lokey, Inc.
5th Floor
10250 Constellation Boulevard
Los Angeles, California 90067
| | Re: | Registration Statement on FormS-3 (No.333-221057); 3,000,000 shares of Class A Common Stock, par value $0.001 per share. |
Ladies and Gentlemen:
We have acted as special counsel to Houlihan Lokey, Inc., a Delaware corporation (the “Company”), in connection withthe sale by the Company, pursuant to that certain underwriting agreement dated as of May 18, 2020 (the “Underwriting Agreement”), between the Company and Goldman Sachs & Co. LLC of 3,000,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”). The offering and sale of the Shares is covered by the above-referenced Registration Statement (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”), a base prospectus dated October 20, 2017 included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), and a prospectus supplement dated May 18, 2020 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). 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 sale 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, 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.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in
