Exhibit 5.1
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| | 300 North LaSalle Chicago, IL 60654 United States +1 312 862 2000 www.kirkland.com | | Facsimile: +1 312 862 2200 |
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| | April 26, 2022 | | |
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Carvana Co. 1930 W. Rio Salado Parkway Tempe, Arizona 85281 |
Ladies and Gentlemen:
We are acting as special counsel to Carvana Co., a Delaware corporation (the “Company”), in connection with the registration by the Company of the offer and sale of up to an aggregate of 15,625,000 (the “Shares”) of its Class A common Stock, par value $0.001 per share (the “Common Stock”) pursuant to the terms of the underwriting agreement, dated April 21, 2022 (the “Underwriting Agreement”) among the Company, Carvana Group, LLC (“Carvana Group”), and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as representatives of the underwriters named in Exhibit A thereto. The Shares are being offered and sold under a Registration Statement on Form S-3ASR (Registration No. 333-264391) filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 20, 2022 under the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”), including a base prospectus dated April 20, 2022 (the “Base Prospectus”) and a final prospectus supplement dated April 21, 2022 (together with the Base Prospectus, the “Prospectus”).
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the corporate and organizational documents of the Company, including the Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of the State of Delaware on April 27, 2017, (ii) minutes and records of the proceedings of the Company with respect to the issuance of the Shares and (iii) the Registration Statement and the Prospectus.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We relied upon statements and representations of officers and other representatives of the Company and others as to factual matters.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the Shares are duly authorized and when appropriate certificates representing the Shares are registered by the Company’s transfer agent/registrar and delivered against payment of the agreed consideration therefor in accordance with the Underwriting Agreement, will be validly issued, fully-paid and non-assessable.
Our opinion expressed above is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware constitution and reported judicial decisions interpreting the foregoing).
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