Exhibit 5.1
February 4, 2021
ARKO Corp.
8565 Magellan Parkway
Suite 400
Richmond, Virginia 23227
Re: ARKO Corp. Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel for ARKO Corp., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-1, including the prospectus constituting a part thereof (as may be amended, the “Registration Statement”), being filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Registration Statement of an aggregate of 4,000,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) issuable upon the exercise of 4,000,000 warrants originally issued by the Company in a private placement (the “Private Warrants”), as well as the resale by the selling stockholders named in the Registration Statement of up to 4,000,000 shares of common stock issuable upon exercise of the Private Warrants (the “Resale Shares”). We refer to the 4,000,000 aggregate shares of Common Stock issuable upon exercise of the Private Warrants (inclusive of the Resale Shares), collectively, as the “Registered Shares.” The Registered Shares are issuable upon exercise of the Private Warrants, which were issued pursuant to that certain Warrant Agreement, dated as of June 6, 2019, by and between Haymaker Acquisition Corp. II, a Delaware corporation, and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”).
In connection with our representation of the Company, and as a basis for the opinions hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following (collectively, the “Documents”):
| 1. | the Registration Statement; |
| 2. | the Company’s Amended and Restated Certificate of Incorporation; |
| 5. | resolutions adopted by the Company’s Board of Directors approving, among other things, the issuance of the Registered Shares; and |
| 6. | such other documents and records and other certificates and instruments and matters of law as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein. |
In rendering the opinions set forth below, we have assumed: (i) the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents; (ii) each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent and authorized to do so; (iii) each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory; and (iv) the obligations of each party set forth therein are legal, valid and binding obligations of such party and are enforceable against such party in accordance with all stated terms.