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Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 | | 212 450 4000 tel | | |
Exhibit 5.1 and 23.1
December 11, 2020
BRP Group, Inc.
4211 W. Boy Scout Blvd., Suite 800
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 Form S-3 (File No. 333-251195) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including the 10,062,500 shares of its Class A common stock, par value $0.01 per share (the “Securities”) to be sold pursuant to the Underwriting Agreement dated December 8, 2020 (the “Underwriting Agreement”) among the Company and the several underwriters named therein (the “Underwriters”). The Securities include 1,312,500 shares that the Underwriters have the option to purchase pursuant to the Underwriting Agreement.
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.