Exhibit 5.1
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 | | Squire Patton Boggs (US) LLP 555 South Flower Street, 31st Floor Los Angeles, CA 90071 O +1 213 624 2500 F +1 213 623 4581 squirepattonboggs.com |
November 13, 2024
Kura Sushi USA, Inc.
17461 Derian Avenue, Suite 200
Irvine, California 92614
| Re: | Public Offering of Shares of Common Stock |
Ladies and Gentlemen:
We have acted as counsel to Kura Sushi USA, Inc., a Delaware corporation (the “Company”), in connection with the sale by the Company of an aggregate of 800,328 shares, including 104,390 shares issued upon exercise of an option granted to the underwriters by the Company to purchase additional shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”), in accordance with the terms of the Underwriting Agreement, dated November 12, 2024 (the “Underwriting Agreement”), by and among the Company, William Blair & Company, L.L.C., Barclays Capital Inc. and TD Securities (USA) LLC, as Representatives of the several underwriters named in Schedule I thereto. The Shares were registered pursuant to the Registration Statement on Form S-3 (File No. 333-269040) (the “Initial Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Registration Statement on Form S-3 (File No. 333-283116) (the “Rule 462(b) Registration Statement” and collectively with the Initial Registration Statement, the “Registration Statement”) filed by the Company with the Commission pursuant to Rule 462(b) of the Securities Act and are being offered pursuant to the base prospectus included in the Registration Statement, as supplemented by a prospectus supplement relating to the Shares dated November 12, 2024 (together with the accompanying base prospectus and any amendments thereto, the “Prospectus”).
As such counsel and for purposes of our opinion set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, resolutions, certificates and instruments of the Company and corporate records furnished to us by the Company, certificates of public officials, statutes, records and such other instruments and documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. In addition to the foregoing, we have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinion set forth herein.
In such examination and in rendering the opinion expressed below, we have assumed, without independent investigation or verification: (i) the genuineness of all signatures on all agreements, instruments, corporate records, certificates and other documents submitted to us; (ii) the legal capacity and authority of all persons or entities (other than the Company) executing all agreements, instruments, corporate records, certificates and other documents submitted to us; (iii) the authenticity and completeness of all agreements, instruments, corporate records, certificates and other documents submitted to us as originals; (iv) that all agreements, instruments, corporate records, certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to authentic originals thereof, and that such originals are authentic and complete; (v) the due authorization, execution and delivery of all agreements, instruments, certificates and other documents by all parties thereto (other than the Company); (vi) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion set forth below are true and correct; and (vii) that the officers and directors of the Company have properly exercised their fiduciary duties. As to all questions of fact material to the opinion and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation) upon representations and certificates or comparable documents of officers and representatives of the Company. Our knowledge of the Company and its legal and other affairs is limited by the scope of our engagement, which scope includes the delivery of this opinion letter. We do not represent the Company with respect to all legal matters or issues. The Company may employ other independent counsel and, to our knowledge, handles certain legal matters and issues with the assistance of independent counsel.
