Exhibit 5
 | ATTORNEYSATLAW
777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX WWW.FOLEY.COM
CLIENT/MATTER NUMBER 111989-0104 |
January 30, 2017
Ulta Beauty, Inc.
1000 Remington Blvd., Suite 120
Bolingbrook, Illinois 60440
Ladies and Gentlemen:
We have acted as counsel to Ulta Beauty, Inc., a Delaware corporation (the “Company”), the successor registrant to Ulta Salon, Cosmetics & Fragrance, Inc., a Delaware corporation and the former publicly-traded parent company of the Company (“Predecessor”), in conjunction with the preparation of Post-Effective Amendment No. 1 to the Registration Statement on FormS-8 (the “Amendment”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the Company’s adoption of Registration Statement No. 333-147127 (the “Registration Statement” and, after giving effect to the Amendment, the “Amended Registration Statement”) as the successor registrant to Predecessor pursuant to Rule 414 under the Securities Act.
The Amended Registration Statement relates to an aggregate of up to 9,407,837 shares of the Company’s common stock, $0.01 par value (the “Common Stock”), that may be issued by the Company pursuant to: (i) the Ulta Beauty, Inc. 2007 Incentive Award Plan (formerly the Ulta Salon, Cosmetics & Fragrance, Inc. 2007 Incentive Award Plan) under which up to 4,759,144 shares of Common Stock may be issued by the Company (the “2007 Plan”), (ii) the Ulta Beauty, Inc. 2002 Equity Incentive Plan (formerly the Ulta Salon, Cosmetics & Fragrance, Inc. 2002 Equity Incentive Plan) under which up to 4,110,664 shares of Common Stock may be issued by the Company (the “2002 Plan”) and (iii) the Ulta Beauty, Inc. Second Amended and Restated Restricted Stock Option Plan, as further amended (formerly the Ulta Salon, Cosmetics & Fragrance, Inc. Second Amended and Restated Restricted Stock Option Plan, as further amended) under which up to 538,029 of Common Stock may be issued by the Company (the “Restricted Stock Option Plan” and together with the 2002 Plan and the 2007 Plan, the “Plans”).
In connection with our representation, we have examined: (a) the Plans and related documents; (b) the Amended Registration Statement, including the exhibits (including those incorporated by reference) constituting a part of the Amended Registration Statement; (c) the Certificate of Incorporation and Bylaws of the Company; (d) the resolutions of the Company’s Board of Directors relating to the Plans and the issuance of Common Stock thereunder; and (e) such other corporate proceedings, documents and records as we have deemed necessary or appropriate to enable us to render this opinion.
BOSTON BRUSSELS CHICAGO DETROIT | JACKSONVILLE LOS ANGELES MADISON MIAMI | MILWAUKEE NEW YORK ORLANDO SACRAMENTO | SAN DIEGO SAN FRANCISCO SHANGHAI SILICON VALLEY | TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C. |
January 30, 2017
Page 2
In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing, and assuming that (a) the Amended Registration Statement and any further amendments thereto (including further post-effective amendments) will have become effective and comply with all applicable laws, (b) the Amended Registration Statement will be effective and will comply with all applicable laws at the time the shares of Common Stock are offered or issued as contemplated by the Amended Registration Statement and (c) all shares of Common Stock will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Amended Registration Statement, we are of the opinion that the shares of Common Stock covered by the Amended Registration Statement, when issued and paid for pursuant to the terms and conditions of the Plans and as contemplated by the Amended Registration Statement, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Amendment. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.
| Very truly yours, | ||
| /s/ Foley & Lardner LLP | ||
| FOLEY & LARDNER LLP | ||