Exhibit 5.1
53rd at Third | ||
| 885 Third Avenue | |
| New York, New York 10022-4834 | |
| Tel: +1.212.906.1200 Fax: +1.212.751.4864 | |
| www.lw.com | |
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| FIRM / AFFILIATE OFFICES | |
| Abu Dhabi | Milan |
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May 21, 2015 | Frankfurt | San Francisco |
Press Ganey Holdings, Inc. | Hamburg | Shanghai |
401 Edgewater Place | Hong Kong | Silicon Valley |
Suite 500 | Houston | Singapore |
Wakefield, Massachusetts 01880 | London | Tokyo |
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| Madrid |
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Re: Registration Statement on Form S-8 with respect to 7,120,000 Shares of Common Stock, $0.01 par value per share
Ladies and Gentlemen:
We have acted as special counsel to Press Ganey Holdings, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company on the date hereof with the Securities and Exchange Commission (the “Commission”) of a Registration Statement (the “Registration Statement”) on Form S-8 under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 7,120,000 shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), which may be issued pursuant to the Company’s 2015 Incentive Award Plan (the “Shares” and the Company’s 2015 Incentive Award Plan, the “Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus contained therein, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel to the Company, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies. We are opining herein only as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, and when the Shares have been issued by the Company against payment therefor in the
circumstances contemplated by the Plan, and assuming in each case that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and such Shares will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Very truly yours, |
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| /s/ Latham & Watkins LLP |