Exhibit 5.1
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[Form of Opinion of Morrison & Foerster LLP]
March [•], 2024
Centuri Holdings, Inc.
19820 North 7th Avenue, Suite 120
Phoenix, AZ 85027
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We are acting as counsel to Centuri Holdings, Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S-1 (File No. 333-[•]), as amended (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed public offering of up to $[•] million shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), including shares of Common Stock that may be sold pursuant to the underwriters’ option to purchase additional shares, all of which Shares are to be sold by the Company pursuant to the proposed form of Underwriting Agreement among the Company and the underwriters named therein filed as Exhibit 1.1 to the Registration Statement (the “Underwriting Agreement”).
As counsel for the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion, including, without limitation, the Company’s Amended and Restated Certificate of Incorporation to be in effect prior to the offering of the Shares and filed as Exhibit [3.[]] to the Registration Statement (the “Amended and Restated Certificate of Incorporation”). In addition, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the General Corporation Law of the State of Delaware as currently in effect. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.
