Exhibit 5.1
 | ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM |
March 2, 2022
Planet Fitness, Inc.
4 Liberty Lane West
Hampton, NH 03842
| Re: | Registration Statement on Form S-3 filed on March 2, 2022 |
Ladies and Gentlemen:
We have acted as counsel to Planet Fitness, Inc., a Delaware corporation (the “Company”) in connection with the Registration Statement on Form S-3 (the “Registration Statement’) to be filed on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”) relating to the registration of 4,155,026 shares of Class A common stock, $0.0001 par value per share (the “Shares”). The Shares are being offered by the selling stockholders named in the Registration Statement (the “Selling Stockholders”) and consist of (i) 517,348 issued and outstanding Shares held by certain Selling Stockholders (the “Direct Investors”) and (ii) 3,637,678 Shares that are issuable upon exchange of common units (“Holdings Units”) of Pla-Fit Holdings, LLC (“Pla-Fit Holdings”), together with a corresponding number of shares of Class B common stock (the “Class B Stock”) of the Company, held by certain Selling Stockholders that are equity owners of Pla-Fit Holdings (the “LLC Owners”), in each case as set forth in the Registration Statement.
In connection with this opinion letter, we have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.
The opinions expressed below are limited to the Delaware General Corporation Law.
Based upon and subject to the foregoing, we are of the opinion that (i) the Shares being offered by the Direct Investors have been duly authorized and validly issued, fully paid and non-assessable and (ii) the Shares being offered by the LLC Owners have been duly authorized and, when issued and delivered upon exchange of Holdings Units and a corresponding number of shares of Class B Stock as described in the Prospectus, such Shares will be validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the caption “Legal Matters.” 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 Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Ropes & Gray LLP
Ropes & Gray LLP