Exhibit 5.1
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Troutman Pepper Hamilton Sanders LLP 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 | | ![LOGO](https://capedge.com/proxy/8-K/0001193125-20-312809/g34442g1207220440608.jpg) |
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troutman.com |
December 8, 2020
GameStop Corp.
625 Westport Parkway
Grapevine, 76051
Re: Registration Statement on Form S-3
Dear Ladies and Gentlemen:
We have acted as counsel to GameStop Corp., a Delaware corporation (the “Company”), in connection with the preparation of a registration statement on Form S-3 (the registration statement, including all information deemed to be a part thereof pursuant to Rule 430B of the general rules and regulations under the Securities Act (as defined below), the exhibits and schedules thereto and all documents incorporated by reference therein, is herein referred to as the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), including the base prospectus contained therein (the “Base Prospectus”) and the preparation of the prospectus supplement, dated December 8, 2020 (the “Prospectus Supplement,” and together with the Base Prospectus and all documents incorporated by reference therein, the “Prospectus”) related to the offer and sale from time to time of shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $100,000,000 pursuant to the Open Market Sale AgreementSM (the “Sales Agreement”), dated as of December 8, 2020, by and between the Company and Jefferies LLC.
In connection with our representation of the Company, and as a basis for the opinions hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of all such documents as we considered necessary to enable us to render this opinion, including but not limited to the following documents (hereinafter collectively referred to as the “Documents”):
| 1. | the Registration Statement, including the Prospectus; |
| 2. | the Amended and Restated Certificate of Incorporation of the Company, as amended through the date hereof (the “Certificate”), certified as of a recent date by an officer of the Company; |
| 3. | the Amended and Restated Bylaws of the Company, as amended through the date hereof, certified as of a recent date by an officer of the Company; |
| 4. | the resolutions adopted by the Board of Directors of the Company (the “Board”) relating to the offer and sale of the Common Stock pursuant to the Sale Agreement (the “Resolutions”), certified as of a recent date by an officer of the Company; |