Exhibit 5.1
[Letterhead of Wachtell, Lipton, Rosen & Katz]
May 23, 2023
BGC Group, Inc.
c/o BGC Partners, Inc.
499 Park Avenue
New York, New York 10022
Re: Registration Statement on Form S-4 (File No. 333-271168)
Ladies and Gentlemen:
We have acted as counsel to BGC Group, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-4 (as amended, the “Registration Statement,” which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) filed with the U.S. Securities and Exchange Commission (the “Commission”), relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of the issuance of the shares of Class A common stock, par value $0.01 per share, of the Company (the “Class A Shares”) and shares of Class B common stock, par value $0.01per share, of the Company (together with the Class A Shares, the “Shares”), in connection with the transactions contemplated by the Corporate Conversion Agreement, dated as of November 15, 2022, by and among the Company, BGC Partners, Inc., a Delaware corporation (“BGC Partners”), BGC Holdings, L.P., a Delaware limited partnership (“BGC Holdings”), BGC GP, LLC, a Delaware limited liability company and the general partner of BGC Holdings, BGC Partners II, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, BGC Partners II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company, BGC Holdings Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of BGC Holdings, and, solely for purposes of certain provisions therein, Cantor Fitzgerald, L.P., a Delaware limited partnership, as amended on March 29, 2023 (as it may be further amended from time to time, the “Corporate Conversion Agreement”).
For purposes of giving this opinion, we have examined the Registration Statement, the Corporate Conversion Agreement, the Certificate of Incorporation of the Company and the Bylaws of the Company. We have also examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with this opinion. As to questions of fact material to this opinion, we have relied, with your approval, upon oral and written representations of the Company and its affiliates and certificates or comparable documents of public officials and of officers and representatives of the Company and its affiliates.
In making such examination and rendering this opinion, we have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the authenticity of the originals of such documents submitted to us as certified copies, the conformity to originals of all documents submitted to us as copies, the authenticity of the originals of such documents, that all documents submitted to us as certified copies are true and correct copies of such originals and the legal capacity of all individuals executing any of the foregoing documents.
Based upon and subject to the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on statements of fact contained in the documents that we have examined or reviewed, we are of the opinion that the Shares to be issued by the Company pursuant to and in the manner contemplated by the terms of the Corporate Conversion Agreement will be, upon issuance, duly authorized and, when the Registration Statement has been declared effective by order of the Commission and the Shares have been issued and paid for in the manner contemplated by and upon the terms and conditions set forth in the Registration Statement and the Corporate Conversion Agreement, such Shares will be validly issued, fully paid and nonassessable.
