Exhibit 5.1
October 2, 2018
PetIQ, Inc.
923 S. Bridgeway Place
Eagle, Idaho 83616
| | Re: | FormS-3 Registration Statement (No.333- 227186) |
Ladies and Gentlemen:
We have acted as special counsel to PetIQ, 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. 333-227186) (the “Registration Statement”) initially filed with the Commission on September 4, 2018, (ii) the base prospectus dated September 21, 2018 forming a part of the Registration Statement (the “Base Prospectus”) and (iii) the final prospectus supplement dated September 26, 2018 in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act on September 27, 2018 (together with the Base Prospectus, the “Prospectus Supplement”) in connection with the offering by (i) the Company of 2,000,000 shares (the “Primary Shares”) of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), covered by the Registration Statement and (ii) certain selling stockholders named in the Prospectus Supplement (the “Selling Stockholders”) of 3,750,000 shares of Class A Common Stock (the “Secondary Shares” and together with the Primary Shares, the “Shares”). The Shares are being sold pursuant to the Underwriting Agreement, dated September 26, 2018 (the“Underwriting Agreement”), by and among the Company, PetIQ Holdings, LLC (“Holdco” and together with the Company, the “PetIQ Parties”) the Selling Stockholders and Jefferies LLC, as the representative of the underwriters named in Schedule I 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 PetIQ Parties) 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.
