Exhibit 5.1
January 3, 2022
Core & Main, Inc.
1830 Craig Park Court
St. Louis, Missouri 63146
Registration Statement on Form S-1 of Core & Main, Inc.
Ladies and Gentlemen:
We have acted as special New York counsel to Core & Main, Inc., a Delaware corporation (the “Company”), in connection with the filing with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of a Registration Statement on Form S-1, as amended (the “Registration Statement”), relating to a public offering (the “Offering”) of an aggregate of 20,000,000 shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), to be sold by the selling stockholders (collectively, the “Selling Stockholders”) referred to in the Registration Statement, including (i) 12,544,758 shares of Class A Common Stock currently outstanding (together with up to 1,875,437 shares of Class A Common Stock currently outstanding that may be sold by certain of the Selling Stockholders upon exercise of the underwriters’ option to purchase additional shares of Class A Common Stock and any additional shares of Class A Common Stock that may be registered in accordance with Rule 462(b) under the Act for sale in the Offering, the “Shares”) and (ii) 7,455,242 shares of Class A Common Stock to be issued upon exchange of a corresponding number of limited partner interests of Core & Main Holdings, LP, a Delaware limited partnership (“Holdings,” and such interests, the “Partnership Interests”), together with the retirement of a corresponding number of shares of the Company’s Class B common stock, par value $0.01 per share (the “Class B Common Stock”) (together with up to 1,124,563 shares of Class A Common Stock to be issued upon exchange of a corresponding number of Partnership Interests, together with the retirement of a corresponding number of shares of Class B Common Stock, that may be sold by certain of the Selling Stockholders upon exercise of the underwriters’ option to purchase additional shares of Class A Common Stock and any additional shares of Class A Common Stock that may be registered in accordance with Rule 462(b) under the Act for sale in the Offering, the “Exchange Shares”). The sale of the Shares and the Exchange Shares by the Selling Stockholders is to be made pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into among the Company, Holdings, the Selling Stockholders and the representatives of the several underwriters to be named in Schedule I thereto.
In arriving at the opinions expressed below, we have (a) examined and relied on the originals, or copies certified or otherwise identified to our satisfaction, of such agreements, documents and records of the Company and its subsidiaries and such certificates of public officials, officers and representatives of the Company and its subsidiaries and other persons as we have deemed appropriate for the purposes of such opinions, including, without limitation, (i) the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”), (ii) the Amended and Restated By-laws of the Company (the “By-laws”), (iii) the Second Amended and Restated Agreement of Limited Partnership of Holdings (the “Partnership Agreement”), dated as of July 22, 2021, by and among the Company, Holdings and the other parties named therein, and (iv) the Exchange Agreement, dated as of July 22, 2021, by and among the Company, Holdings and the holders of Partnership Interests, as amended by the Amendment to the Exchange Agreement, dated as of January 3, 2022 (the “Exchange Agreement” and, together with the Certificate of Incorporation, the By-laws and the Partnership Agreement, the “Exchange Documents”), (b) examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of public officials, officers and representatives of the Company and its subsidiaries and other persons delivered to us and (c) made such investigations of law as we have deemed appropriate as a basis for such opinion.
In rendering the opinions expressed below, we have assumed, with your permission, without independent investigation or inquiry, (i) the authenticity and completeness of all documents that we examined, (ii) the genuineness of all signatures on all documents that we examined, (iii) the conformity to authentic originals and completeness of documents examined by us that are certified, conformed, reproduction, photostatic or other copies, (iv) the legal capacity of all natural persons executing documents and (v) that the Shares are, and the Exchange Shares will be, uncertificated and that the statements required by Section 151(f) of the General Corporation Law of the State of Delaware, as in effect on the date hereof (the “DGCL”), will be furnished in accordance with the DGCL. We have also assumed that at or prior to the time of the issuance and delivery of any Exchange Shares, there will not have occurred any change in law, change in the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-laws of the Company, the Partnership Agreement or the Exchange Agreement, or action by the Company’s board of directors or the general partner of Holdings, in any case affecting the validity of the Exchange Shares or the issuance of the Exchange Shares.
| Core & Main, Inc. | 2 | January 3, 2022 |
Based upon and subject to the foregoing and the assumptions, qualifications and limitations hereinafter set forth, we are of the opinion that (i) the Shares to be sold to the underwriters pursuant to the Underwriting Agreement are validly issued, fully paid and non-assessable under the DGCL and (ii) the Exchange Shares to be sold to the underwriters pursuant to the Underwriting Agreement, when issued in exchange for Partnership Interests, together with the retirement of a corresponding number of shares of Class B Common Stock, in accordance with the terms of the Exchange Documents, will be validly issued, fully paid and non-assessable under the DGCL.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement, to the reference to our firm under the caption “Validity of Class A Common Stock” in the Prospectus forming a part thereof and to the incorporation by reference of this opinion and consent as exhibits to any registration statement filed in accordance with Rule 462(b) under the Act relating to the Offering. In giving such consent, we do not concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
We are members of the bar of the State of New York. We express no opinion as to the laws of any jurisdiction other than the DGCL.
| Very truly yours, |
| /s/ Debevoise & Plimpton LLP |
