Exhibit 5.1
April 18, 2024
APi Group Corporation
1100 Old Highway 8 NW
New Brighton, MN 55112
| Re: | APi Group Corporation Prospectus Supplement to Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have served as counsel to APi Group Corporation, a Delaware corporation (the “Company”), in connection with the filing on May 4, 2023, with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (File No. 333-271651) (as amended and/or supplemented, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering by the Company from time to time of an indeterminate amount of: (i) shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company, (ii) one or more series of preferred stock, par value $0.0001 per share, of the Company, and (iii) one or more series of debt securities of the Company, which may be either senior, senior subordinated or subordinated debt securities.
The Registration Statement became effective upon filing with the Commission on May 4, 2023. Reference is made to our opinion letter dated May 4, 2023 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the final prospectus supplement (the “Prospectus Supplement”) dated April 18, 2024 filed by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of 11,000,000 shares of Common Stock (and up to an additional 1,650,000 shares of Common Stock subject to an over-allotment option granted to the Underwriters (as defined below)) (the “Shares”) covered by the Registration Statement.
The Shares are being sold by the Company to the several underwriters named in, and pursuant to, the Underwriting Agreement, dated as of April 16, 2024 (the “Underwriting Agreement”), by and among the Company and Citigroup Global Markets Inc., BofA Securities, Inc. and UBS Securities LLC, on their own behalf and as representatives of the several underwriters named in Schedule II thereto (the “Underwriters”).
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
Based upon the foregoing, and subject to the additional qualifications set forth below, we are of the opinion that, when issued and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, the Shares will be validly issued, fully paid, and nonassessable.
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