Exhibit 5.1
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| | Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com | | |
November 8, 2022
Board of Directors
VICI Properties Inc.
535 Madison Avenue, 20th Floor
New York, New York 10022
To the addressees referred to above:
We are acting as counsel to VICI Properties Inc., a Maryland corporation (the “Company”), in connection with the public offering of up to 18,975,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (“Common Stock”) (including 2,475,000 shares of Common Stock in connection with the underwriters’ option to purchase additional shares of Common Stock) pursuant to (i) the terms of the Underwriting Agreement, dated November 3, 2022, by and among the Company, VICI Properties OP LLC (“VICI OP”), and BofA Securities, Inc. and Citigroup Global Markets Inc., as underwriters, BofA Securities, Inc. and Citigroup Global Markets Inc., as forward sellers, and Bank of America, N.A. and Citibank, N.A., as forward purchasers (the “Underwriting Agreement”), (ii) the forward sale agreements, dated November 3, 2022 (the “Forward Sale Agreements”), by and between the Company and Bank of America, N.A. and Citibank, N.A., in their capacities as the forward purchasers. The offering of the Shares by the Company is being made pursuant to a prospectus supplement dated November 3, 2022 and the accompanying base prospectus dated April 18, 2022 (such documents, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 (File No. 333-227641) (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. §229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). We also have assumed that the Shares will not be issued in violation of the ownership limit contained in the Company’s Articles of Amendment and Restatement, as amended, and that upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Company’s Articles of Amendment and Restatement. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
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