Exhibit 5.1
![LOGO](https://capedge.com/proxy/8-K/0001193125-20-169507/g943351pg1.jpg)
June 15, 2020
Brigham Minerals, Inc.
5914 W. Courtyard Dr., Suite 150
Austin, TX 78730
Ladies and Gentlemen:
We have acted as counsel for Brigham Minerals, Inc., a Delaware corporation (the “Company”), in connection with the offering and sale (the “Offering”) of 6,600,000 shares of the Company’s Class A common stock, par value $0.01 per share (the “Shares”), by certain of the Company’s stockholders (the “Selling Stockholders”), pursuant to that certain Underwriting Agreement dated June 9, 2020 (the “Underwriting Agreement”) by and among the Company and the Selling Stockholders, on one hand, and Credit Suisse Securities (USA) LLC (the “Underwriter”), on the other hand. Certain of the Shares sold by the Selling Stockholders to the Underwriter pursuant to the Underwriting Agreement were issued to the Selling Stockholders in exchange for an equivalent number of the Selling Stockholder’s units representing membership interests in Brigham Minerals Holdings, LLC (“Brigham LLC”) (and a corresponding number of shares of Class B common stock of the Company) immediately prior to the consummation of the Offering, pursuant to the terms of the First Amended and Restated Limited Liability Company Agreement of Brigham LLC (the “Brigham LLC Agreement”), dated April 23, 2019.
In connection with this opinion, we have examined and relied upon the accuracy of original, certified copies or photocopies of such records, agreements, certificates and other documents as we have deemed necessary or appropriate to enable us to render the opinion set out below, including (i) the registration statement on FormS-3 (Registration No. 333-238579) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) on May 21, 2020; (ii) the prospectus included in the Registration Statement dated June 1, 2020 (the “Base Prospectus”); (iii) the prospectus supplement to the Base Prospectus dated June 9, 2020 (together with the Base Prospectus, the “Prospectus”); (iv) the Underwriting Agreement; (v) the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company; (vi) theBrigham LLC Agreement; (vii) the General Corporation Law of the State of Delaware (the “DGCL”) and (viii) the Company’s records and documents, certificates of representatives of the Company and public officials, and other instruments and documents as we deemed necessary or advisable for the purposes of this opinion.
| | |
Vinson & Elkins LLP Attorneys at Law | | 1001 Fannin Street, Suite 2500 |
Austin Dallas Dubai Hong Kong Houston London | | Houston, TX 77002-6760 |
New York Richmond Riyadh San Francisco Tokyo Washington | | Tel +1.713.758.2222 Fax +1.713.758.2346 www.velaw.com |