Exhibit 5.1
599 Lexington Avenue
New York, NY 10022-6069
+1.212.848.4000
March 15, 2023
Intercontinental Exchange, Inc.
5660 New Northside Drive NW, 3rd Floor
Atlanta, GA 30328
Intercontinental Exchange, Inc.
Ladies and Gentlemen:
We have acted as counsel to Intercontinental Exchange, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed issuance by the Company of up to 11,894,245 shares of common stock, par value $0.01 per share (the “Shares”), of the Company pursuant to an Agreement and Plan of Merger, dated as of May 4, 2022 (the “Original Merger Agreement”), by and among the Company, Black Knight, Inc., a Delaware corporation, and Sand Merger Sub Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company, as amended by Amendment No. 1 to the Original Merger Agreement, dated as of March 7, 2023 (the “Merger Agreement Amendment”). We refer to the Original Merger Agreement, as amended by the Merger Agreement Amendment, as the “Merger Agreement.”
In rendering the opinions expressed below, we have reviewed originals or copies of the following documents (the “Documents”):
| | a) | The Sixth Amended and Restated Certificate of Incorporation and the Ninth Amended and Restated Bylaws of the Company, in each case, as amended through the date hereof. |
| | b) | The resolutions of the Board of Directors of the Company, adopted on May 4, 2022 and March 6, 2023, relating to the Merger Agreement, the filing of the Registration Statement and the issuance of the Shares. |
| | c) | The Original Merger Agreement. |
| | d) | The Merger Agreement Amendment. |
| | e) | The Registration Statement. |
| | f) | Such other corporate records of the Company, certificates of public officials and of officers of the Company and agreements and other documents as we have deemed necessary as a basis for the opinion expressed below. |
In our review of the Documents, we have assumed:
| | a) | The genuineness of all signatures. |
| | b) | The authenticity of the originals of the documents submitted to us. |
| | c) | The conformity to authentic originals of any documents submitted to us as copies. |
| | d) | As to matters of fact, the truthfulness of the representations made in certificates of public officials and officers of the Company. |
| | e) | The legal capacity of all individuals executing any of the foregoing documents. |
We have not independently established the validity of the foregoing assumptions.
Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that, when the Registration Statement relating to the Shares has become effective under the Securities Act and the Shares have been issued and delivered by the Company in accordance with the terms of the Merger Agreement and as contemplated by the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.
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