Exhibit 5.1
May 21, 2019
Waitr Holdings Inc.
844 Ryan Street, Suite 300
Lake Charles, Louisiana 70601
| | Re: | FormS-3 Registration Statement (No. 333-230721) |
Ladies and Gentlemen:
We have acted as special counsel to Waitr Holdings Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of (i) the registration statement on FormS-3 (FileNo. 333-230721) (the “Registration Statement”) initially filed with the Commission on April 4, 2019, (ii) the base prospectus dated April 26, 2019 forming a part of the Registration Statement (the “Base Prospectus”), (iii) the preliminary prospectus supplement in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act on May 16, 2019 and (iv) the final prospectus supplement dated May 16, 2019 in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act on May 17, 2019 (together with the Base Prospectus, the “Prospectus Supplement”) in connection with the offering by the Company of 7,700,550 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, covered by the Registration Statement. The Shares are being sold pursuant to the Underwriting Agreement, dated May 16, 2019 (the“Underwriting Agreement”), by and between the Company and Jefferies LLC, as the representative of the underwriters named in Schedule A thereto (the “Underwriters”). We understand that the Shares are to be offered and sold in the manner described in the Prospectus Supplement.
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of RegulationS-K promulgated under the Act.
In rendering the opinion set forth below, we have examined and relied upon such certificates, corporate records, agreements, instruments and other documents that we considered necessary or appropriate as a basis for the opinion, including (i) the Registration Statement, (ii) the Prospectus Supplement and (iii) the Underwriting Agreement. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents and that the Underwriting Agreement constitutes the valid and binding obligation of each party thereto (other than the Company) enforceable against each such party in accordance with its terms. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.
