Exhibit 5.1
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June 14, 2021
KLX Energy Services Holdings, Inc.
3040 Post Oak Boulevard, 15th Floor
Houston, TX 77056
Ladies and Gentlemen:
We have acted as counsel to KLX Energy Services Holdings, Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the offer and sale from time to time (the “Offering”) by the Company of shares of the Company’s common stock, par value $0.01 per share (the “Securities”), with an aggregate sales price of up to $50 million, which may be offered and sold from time to time pursuant to the Equity Distribution Agreement, dated as of June 14, 2021 (the “Equity Distribution Agreement”), between the Company and Piper Sandler & Co., as sales agent (the “Sales Agent”), a copy of which is being filed with the Securities and Exchange Commission (the “Commission”) as an exhibit to the Company’s Current Report on Form 8-K filed on or about the date hereof. The Securities will be offered for sale pursuant to a prospectus supplement dated June 14, 2021 (the “Prospectus Supplement”), that will be filed with the Commission pursuant to Rule 424(b)(5) on or after June 14, 2021, to a prospectus dated June 11, 2021 (as amended and supplemented by the Prospectus Supplement, the “Prospectus”) that constitutes a part of the Company’s Registration Statement on Form S-3 (Registration No. 333-246149), filed with the Commission on May 14, 2021 (the “Registration Statement”), which Registration Statement was declared effective by the Commission on June 11, 2021.
In rendering the opinions set forth below, we have reviewed (i) the Equity Distribution Agreement; (ii) the Registration Statement; (iii) the Prospectus Supplement; (iv) the Prospectus; (v) the Amended and Restated Certificate of Incorporation of the Company, as amended; (vi) the Third Amended and Restated Bylaws of the Company, as amended; (vii) resolutions (the “Resolutions”) adopted by the Board of Directors of the Company relating to the Registration Statement, the Offering, the Equity Distribution Agreement and related matters, including those resolutions authorizing each of the Chief Executive Officer, the Chief Financial Officer, and the General Counsel of the Company and any other officer of the Company designated by any of the foregoing officers (the “Authorized Officers”) to, among other things, effect sales under the Equity Distribution Agreement; and (vii) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In addition, we have reviewed such questions of law as we considered appropriate. As to matters of fact relevant to the opinions expressed below, and as to factual matters arising in connection with our review of corporate documents, records and other documents and writings, we have relied upon certificates and other communications of corporate officers of the Company, without further investigation as to the facts set forth therein.
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