Exhibit 5.1
 | ROPES & GRAY LLP THREE EMBARCADERO CENTER SAN FRANCISCO, CA 94111
WWW.ROPESGRAY.COM |
October 12, 2021
The Duckhorn Portfolio, Inc.
1201 Dowdell Lane
Saint Helena, CA 94574
Ladies and Gentlemen:
We have acted as counsel to The Duckhorn Portfolio, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (as amended through the date hereof, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of up to 13,800,000 shares of common stock, $0.01 par value per share (“Common Stock”), of the Company, including 1,800,000 shares of Common Stock that may be purchased at the option of J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Jefferies LLC, in their capacity as representatives of the underwriters named in the Underwriting Agreement (as defined below). The Common Stock to be registered pursuant to the Registration Statement is being offered by the selling stockholders (the “Selling Stockholder Shares”). The Selling Stockholder Shares are proposed to be sold pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into among the Company and the underwriters named therein.
In connection with this opinion letter, we have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.
The opinions expressed below are limited to the Delaware General Corporation Law.
Based upon and subject to the foregoing, we are of the opinion that the Selling Stockholder Shares have been duly authorized and, when issued and delivered pursuant to the Underwriting Agreement against payment of the consideration set forth therein, will be validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the caption “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
| Very truly yours, |
/s/ Ropes & Gray LLP |
| Ropes & Gray LLP |
