December 28, 2021
Vacasa, Inc.
850 NW 13th Avenue
Portland, Oregon 97209
Re: Vacasa, Inc. – Registration Statement on Form S-1
To the addressee set forth above:
We have acted as special counsel to Vacasa, Inc., a Delaware corporation (the “Company”), in connection with its filing on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-1 (as amended, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration of (i) the offer and sale from time to time of 117,383,427 shares of Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), of the Company outstanding on the date hereof (the “Initial Shares”) by the selling securityholders named in the Registration Statement (the “Selling Securityholders”), and (ii) the issuance by the Company and the offer and sale by the Selling Securityholders of (a) 179,507,845 shares of Class A Common Stock issuable to certain Selling Securityholders in exchange for common units (“OpCo Units”) of Vacasa Holdings, LLC, a Delaware limited liability company (“Vacasa Holdings”), upon the terms and subject to the conditions set forth in the Fourth Amended and Restated Limited Liability Company Agreement of Vacasa Holdings (as the same may be amended from time to time, the “OpCo LLC Agreement”) and the Company’s amended and restated certificate of incorporation (as the same may be amended from time to time, the “A&R Certificate”) (the shares described in this clause (ii)(a), the “OpCo Unitholder Shares”), (b) 8,226,848 shares of Class A Common Stock issuable upon the conversion of shares of the Company’s Class G common stock, par value $0.00001 per share (“Class G Common Stock”), pursuant to the terms of the A&R Certificate (the shares described in this clause (ii)(b), the “Class G Conversion Shares”), and (c) 9,409 shares of Class A Common Stock issuable upon the exercise of a stock appreciation right award (“SAR Award”) into which a certain unit appreciation right award granted by Vacasa Holdings converted in connection with the recently completed business combination between the Company and TPG Pace Solutions Corp., a Cayman Islands exempted company (the shares described in this clause (ii)(c), the “SAR Award Shares”).
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 or prospectus supplement (collectively, the “Prospectus”) other than as expressly stated herein with respect to the issue of the Initial Shares, the OpCo Unitholder Shares, the Class G Conversion Shares and the SAR Award 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 others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
