Exhibit 5.1
December 30, 2024
LandBridge Company LLC
5555 San Felipe Street, Suite 1200
Houston, Texas 77056
| Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as counsel for LandBridge Company LLC, a Delaware limited liability company (the “Company”), in connection with the preparation of the Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission on or about the date hereof (the “Registration Statement”), with respect to certain legal matters in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale from time to time, in each case, of an aggregate of 59,058,871 Class A shares representing limited liability company interests in the Company (the “Class A Shares”) by one or more selling shareholders named in the Registration Statement (the “Selling Shareholders”), consisting of (i) 53,227,852 Class A Shares (the “LBH Shares”) issuable upon the redemption of an equal number of membership interests (“OpCo Units”) in DBR Land Holdings LLC, a Delaware limited liability company (“OpCo”), (along with the cancellation of a corresponding number of Class B shares representing limited liability company interests in the Company (“Class B Shares”)) held by LandBridge Holdings LLC, a Delaware limited liability company (“LBH”), and (ii) 5,830,419 Class A Shares held by the other Selling Shareholders (together with the LBH Shares, the “Selling Shareholder Shares”). We have also participated in the preparation of a prospectus relating to the Selling Shareholder Shares (the “Prospectus”), which is contained in the Registration Statement to which this opinion is an exhibit.
In connection with this opinion, we have assumed that (i) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and comply with all applicable laws, (ii) the Selling Shareholder Shares will be issued, in the case of the LBH Shares, and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement and the Prospectus and (iii) the LBH Shares will have been issued in accordance with the terms of the First Amended and Restated Limited Liability Company Agreement of the Company (the “Company LLCA”) and the Amended and Restated Limited Liability Company Agreement of OpCo, as amended (the “OpCo LLCA”).
In connection with the opinion expressed herein, we have examined, among other things, (i) the Certificate of Formation of the Company and the Company LLCA, (ii) the OpCo LLCA, (iii) the records of company proceedings that have occurred prior to the date hereof with respect to the filing of the Registration Statement, (v) the Registration Statement and the Prospectus, (vi) the Registration Rights Agreement, dated as of July 1, 2024, by and between the Company and LBH and (vii) the Registration Rights Agreement, dated as of December 19, 2024, by and among the Company and the other parties listed therein. We have also reviewed such questions of law as we have deemed necessary or appropriate. As to matters of fact relevant to the opinion expressed herein, and as to
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 | LandBridge Company LLC | December 30, 2024 Page 2 |
factual matters arising in connection with our examination of company documents, records and other documents and writings, we relied upon certificates and other communications of officers of the Company, without further investigation as to the facts set forth therein. In making such examination and rendering the opinions set forth below, we have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the legal capacity of all individuals executing any of the foregoing documents.
Based upon the foregoing, and subject to the assumptions, qualifications, limitations and exceptions stated herein, we are of the opinion that (i) the Selling Shareholder Shares, other than the LBH Shares, have been duly authorized and are validly issued, fully paid and nonassessable and (ii) the LBH Shares, when issued upon the redemption of OpCo Units (along with the cancellation of a corresponding number of Class B Shares) in accordance with the terms of the Company LLCA and the OpCo LLCA, will be validly issued, fully paid and nonassessable.
The foregoing opinions are limited in all respects to the Delaware Limited Liability Company Act (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and the federal laws of the United States of America, and we do not express any opinions as to the laws of any other jurisdiction. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and the foregoing opinions are limited to the matters expressly stated herein, and no opinion is to be inferred or implied beyond the opinions expressly set forth herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or any other circumstance.
We hereby consent to the statements with respect to us under the heading “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.
| Very truly yours, |
| /s/ Vinson & Elkins L.L.P. |
