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 |
January 18, 2023
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 30,302,500 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (“Common Stock”) (including 3,952,500 shares of Common Stock in connection with the underwriters’ option to purchase additional shares of Common Stock, which option was exercised in full) pursuant to (i) the terms of the Underwriting Agreement, dated January 12, 2023, by and among the Company, VICI Properties OP LLC (“VICI OP”), and Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named on Schedule I thereto, Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as forward sellers, and Morgan Stanley & Co. LLC, Bank of America, N.A., Citibank, N.A. and JPMorgan Chase Bank, National Association, as forward purchasers (the “Underwriting Agreement”), (ii) the forward sale agreements, dated January 12, 2023 (the “Forward Sale Agreements”), by and between the Company and Morgan Stanley & Co. LLC, Bank of America, N.A., Citibank, N.A. and JPMorgan Chase Bank, National Association, in their capacities as the forward purchasers. The offering of the Shares by the Company is being made pursuant to a prospectus supplement dated January 12, 2023 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
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