Exhibit 5.1
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May 22, 2023 Vivid Seats Inc. 24 E. Washington Street, Suite 900 Chicago, Illinois 60602 | | 330 North Wabash Avenue Suite 2800 Chicago, Illinois 60611 Tel: +1.312.876.7700 Fax: +1.312.993.9767 www.lw.com |
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| | Re: | Registration Statement No. 333-260839; 16,000,000 shares of Class A common stock, par value $0.0001 per share |
To the addressees set forth above:
We have acted as special counsel to Vivid Seats Inc., a Delaware corporation (the “Company”), and the Selling Stockholder (as defined below) in connection with the issuance of 16,000,000 shares of Class A common stock of the Company, par value $0.0001 (the “Shares”), to be sold by a selling stockholder of the Company (the “Selling Stockholder”). The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on November 5, 2021, as subsequently amended from time to time, including Post-Effective Amendment No. 4 to Form S-3 on Form S-1 (Registration No. 333-260839) (as so filed and as amended, the “Registration Statement”). The Shares consist of 16,000,000 Shares that are issuable upon the exchange of common units (“Common Units”) of Hoya Intermediate, LLC, a Delaware limited liability company (“Intermediate”), together with a corresponding number of shares of Class B common stock, par value $0.0001, of the Company, held by the Selling Stockholder. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and Selling Stockholder and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.
