Exhibit 5.1
[Letterhead of Moore & Van Allen PLLC]
June 21, 2022
Coca-Cola Consolidated, Inc.
4100 Coca-Cola Plaza
Charlotte, North Carolina 28211
| Re: | Coca-Cola Consolidated, Inc. – Registration Statement on Form S-3 under the Securities Act of 1933, as amended |
Ladies and Gentlemen:
We have acted as counsel to Coca-Cola Consolidated, Inc., a Delaware corporation (the “Company”), in connection with the registration for resale under the Securities Act of 1933, as amended (the “Securities Act”), of up to an aggregate of 1,227,546 shares (the “Shares”) of the Company’s Common Stock, par value $1.00 per share, by certain selling stockholders of the Company (the “Selling Stockholders”) identified in the Prospectus Supplement (as defined below), pursuant to the registration statement on Form S-3 (Registration No. 333-251358) (the “Registration Statement”) filed by the Company with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act, and as described in the prospectus, dated December 15, 2020 (the “Base Prospectus”), and the prospectus supplement, dated June 21, 2022 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”). The Shares were issued to the Selling Stockholders upon the conversion on March 17, 2022 of an aggregate of 1,227,546 shares of the Company’s Class B Common Stock on a one share for one share basis into shares of the Company’s Common Stock. This opinion letter is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the registration of the Shares.
In connection with this opinion letter, we have (i) investigated such questions of law; (ii) examined originals or copies, certified or otherwise identified to our satisfaction, of such agreements, instruments, documents and records of the Company (including, without limitation, the Registration Statement, the Prospectus, and the Restated Certificate of Incorporation, as amended, and the Amended and Restated By-laws of the Company), such certificates of public officials and such other documents; and (iii) received such information from officers and representatives of the Company and others, in each case, as we have deemed necessary or appropriate for the purposes of rendering the opinion hereafter expressed. In all such investigations and examinations and for the purposes of rendering the opinion hereafter expressed, we have assumed the legal capacity and competency of all natural persons executing documents and certificates submitted to us, the genuineness of all signatures, compliance with fiduciary duties, the authenticity of original and certified documents submitted to us, the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies and that any document or certificate upon which we have relied and which was given or dated earlier than the date of this opinion letter continues to remain accurate, insofar as relevant to the opinion contained herein, from such earlier date through and including the
