Exhibit 5.1
CLEARY GOTTLIEB STEEN & HAMILTON LLP One Liberty Plaza New York, NY 10006-1470 T: +1212225 2000 F: +1212 225 3999
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| CRAIG B. BROD JEFFREY D. KARPF FRANCISCO L. CESTERO FRANCESCA L. ODELL WILLIAM L. MCRAE JASON FACTOR JOON H. KIM MARGARET S. PEPONIS LISA M. SCHWEITZER JUAN G. GIRALDEZ DUANE MCLAUGHLIN CHANTAL E. KORDULA BENET J. O'REILLY ADAME. FLEISHER SEAN A. O'NEAL GLENN P. MCGRORY DEBORAH NORTH MATTHEW P. SALERNO MICHAEL J. ALBANO VICTOR L. HOU | ROGER A. COOPER ADAM J. BRENNEMAN JAMES E. LANGSTON JARED GERBER RISHI ZUTSHI JANE VAN LARE AUDRY X. CASUSOL ELIZABETH DYER DAVID H. HERRINGTON KIMBERLY R. SPOERRI AARON J. MEYERS DANIEL C. REYNOLDS ABENAA. MAINOO HUGH C. CONROY, JR. JOHN A. KUPIEC JOSEPH LANZKRON MAURICE R. GINDI KATHERINE R. REAVES RAHUL MUKHI ELANAS. BRONSON MANUEL SILVA KYLE A. HARRIS | LINA BENSMAN RESIDENT PARTNERS
JUDITH KASSEL PENELOPE L. CHRISTOPHOROU BOAZ S. MORAG HEIDE H. ILGENFRITZ ANDREW WEAVER JOHN V. HARRISON MATTHEW BRIGHAM EMILIO MINVIELLE LAURA BAGARELLA JONATHAN D.W. GIFFORD DAVID W.S. YUDIN KARA A. HAILEY ANNA KOGAN BRANDON M. HAMMER BRIAN J. MORRIS CARINA S. WALLANCE ALEXANDER JANGHORBANI RESIDENT COUNSEL
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NEW YORK SAN FRANCISCO SAO PAULO SILICON VALLEY WASHINGTON, D.C. |
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Writer’s Direct Dial: +1 212 225 2438 |
May 10, 2023
LL Flooring Holdings, Inc.
4901 Bakers Mill Lane
Richmond, Virginia 23230
Re: LL Flooring Holdings, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to LL Flooring Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Post-Effective Amendment (the “Amendment”) to the registration statements on Form S-8 (Registration Nos. 333-231706, 333-212690, and 333-173981) (the “Original Registration Statements”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”).
The Original Registration Statements registered 1,750,000, 750,000, and 1,000,000 shares of common stock respectively, all with par value $0.001 per share, of the Company, pursuant to the Lumber Liquidators Holdings, Inc. 2011 Equity Compensation Plan, as amended and restated (the “2011 Plan”).
The Amendment reflects that no new awards may be granted under the 2011 Plan, that shares that were available for grant under the 2011 Plan but that remain unissued under the 2011 Plan will become available for issuance under the LL Flooring Holdings, Inc. 2023 Equity Compensation Plan (the “2023 Plan”), and that shares that may become available if the underlying awards outstanding under the 2011 Plan expire, are forfeited, cancelled, or terminated, are settled for cash, or otherwise become available will become available for issuance pursuant to awards granted under the 2023 Plan.
We have participated in the preparation of the Amendment and have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.
Cleary Gottlieb Steen & Hamilton LLP or an affiliated entity has an office in each of the locations listed above.
In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Shares have been duly authorized by all necessary corporate action of the Company and, when issued in accordance with the terms of the Plan, at prices not less than the par value thereof, will be validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the General Corporation Law of the State of Delaware.
We hereby consent to the use of this opinion as a part (Exhibit 5.1) of the Amendment. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder. The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.
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| Very truly yours, |
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| CLEARY GOTTLIEB STEEN & HAMILTON LLP | |
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| By: |
| /s/ Michael J. Albano |
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| Michael J. Albano, a Partner |
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Cleary Gottlieb Steen & Hamilton LLP or an affiliated entity has an office in each of the locations listed above.