Exhibit 5.1
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| | 10250 Constellation Blvd., Suite 1100 |
| | Los Angeles, California 90067 |
| | Tel: +1.424.653.5500 Fax: +1.424.653.5501 |
| | www.lw.com |
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 | | FIRM / AFFILIATE OFFICES |
| | Austin | | Milan |
| | Beijing | | Munich |
| | Boston | | New York |
| | Brussels | | Orange County |
| | Century City | | Paris |
| November 12, 2024 | | Chicago | | Riyadh |
| | Dubai | | San Diego |
| | Düsseldorf | | San Francisco |
| | Frankfurt | | Seoul |
| | Hamburg | | Silicon Valley |
| | Hong Kong | | Singapore |
| | Houston | | Tel Aviv |
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| | Los Angeles | | Washington, D.C. |
| | Madrid | | |
Houlihan Lokey, Inc.
5th Floor
10250 Constellation Boulevard
Los Angeles, California 90067
| | Re: | Registration Statement on Form S-3 (No. 333-273952); 5,406 shares of Class A Common Stock, par value $0.001 per share. |
To the addressees set forth above:
We have acted as special counsel to Houlihan Lokey, Inc., a Delaware corporation (the “Company”), in connection with the offering of 5,406 shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”) issuable upon conversion of an equal number of shares of the Company’s Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), to be sold by certain selling stockholders as described in the Prospectus (as defined below). 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 August 11, 2023 included in the Registration Statement at the time it originally became effective (the “Base Prospectus”) and a prospectus supplement dated November 12, 2024 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 Regulation S-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.
