Spirit of Texas Bancshares, Inc.
July 25, 2019
Page 2
Company’s Second Amended Restated Certificate of Formation, as amended, and Amended and Restated Bylaws, (iv) certain resolutions of the Board of Directors of the Company and the Pricing Committee thereof relating to the Registration Statement and the Offering; and (v) such other certificates, instruments, documents and records as we have deemed necessary and relevant for the purposes hereof. As to factual matters, we have relied upon representations included in the Underwriting Agreement and upon certificates and other communications of officers and employees of the Company and of public officials, without further independent investigation as to the facts set forth in such certificates and communications.
In connection with rendering the opinion set forth below, we have assumed, without verification, (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authenticity of all certificates, instruments, documents and records submitted to us as originals, (iv) the conformity to authentic original certificates, instruments, documents and records of all certificates, instruments, documents and records submitted to us as copies, and (v) the accuracy and completeness of the corporate records made available to us by the Company, and the truthfulness of all statements of fact contained therein. In making our examination of executed documents or documents to be executed, we have assumed that they constitute or will constitute valid, binding and enforceable obligations of all parties thereto other than the Company.
Based upon the foregoing and such other information and documents as we have considered necessary for the purposes hereof, and subject to the assumptions, qualifications and limitations noted herein, we are of the opinion that the Shares have been duly authorized for issuance and, when issued and paid for by the Underwriters as contemplated by the Underwriting Agreement, will be validly issued, fully paid andnon-assessable.
The foregoing opinion is limited solely to the Texas Business Organizations Code and the reported decisions interpreting such law. We express no opinion as to any other laws, statutes, regulations or ordinances of any other jurisdiction, including federal and state securities laws.
We hereby consent to the reference to our Firm under the caption “Legal Matters” in the Prospectus forming a part of the Registration Statement and to the filing of this letter as Exhibit 5.1 to the Current Report on Form8-K of the Company, dated on or about the date hereof, and to the incorporation by reference of this opinion into the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.
