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Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 | | 212 450 4000 tel 212 701 5800 fax | | | | |
EXHIBITS 5.1 AND 23.6
OPINION OF DAVIS POLK & WARDWELL LLP
September 23, 2019
BRP Group, Inc.
4010 W. Boy Scout Blvd.
Suite 200
Tampa, Florida 33607
Ladies and Gentlemen:
BRP Group, Inc., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on FormS-1 (the “Registration Statement”) and the related prospectus (the “Prospectus”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), [●] shares of its Class A common stock, par value $0.01 per share (the “Securities”), including [●] shares subject to the underwriters’ over-allotment option, as described in the Registration Statement.
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.