EXHIBIT 5.1
|
|
|
|
| Fulbright & Jaworski LLP |
| 666 Fifth Avenue, 31st Floor |
| New York, New York 10103-3198 |
| United States |
|
|
| Tel +1 212 318 3000 |
| Fax +1 212 318 3400 |
| nortonrosefulbright.com |
December 23, 2013
Fairway Group Holdings Corp.
2284 12th Avenue
New York, NY 10027
Ladies and Gentlemen:
We have acted as counsel to Fairway Group Holdings Corp., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 5,472,136 shares of the Company’s Class A common stock, par value $0.00001 per share (the “Shares”), that are reserved for issuance pursuant to awards under the Company’s 2013 Long-Term Incentive Plan (the “Plan”), as described in the Company’s Registration Statement on Form S-8 (as it may subsequently be amended, the “Registration Statement”).
In connection with the foregoing, we have examined the Plan and originals or copies of such corporate records of the Company, certificates and other communications of public officials, certificates of officers of the Company and such other documents as we have deemed relevant or necessary for the purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, we have, to the extent we deemed appropriate, relied on certificates of officers of the Company and on certificates and other communications of public officials. We have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies thereof, the due authorization, execution and delivery by the parties thereto other than the Company of all documents examined by us, and the legal capacity of each individual who signed any of those documents.
Based upon the foregoing, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plan and the pursuant to the agreements that accompany the Plan, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited exclusively to applicable federal laws of the United States of America and applicable provisions of, respectively, the Delaware Constitution, the Delaware General Corporation Law and reported judicial interpretations of such law, in each case as currently in effect, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
Fulbright & Jaworski LLP is a limited liability partnership registered under the laws of Texas.
Fulbright & Jaworski LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP, Norton Rose Fulbright South Africa (incorporated as Deneys Reitz, Inc.), each of which is a separate legal entity, are members of Norton Rose Fulbright Verein, a Swiss Verein. Details of each entity, with certain regulatory information, are at nortonrosefulbright.com. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Fulbright & Jaworski LLP
Fulbright & Jaworski LLP