
100 North Tampa Street, Suite 4100 | Tampa, FL 33602 | T 813.227.8500 | F 813.229.0134
Holland & Knight LLP | www.hklaw.com
April 24, 2025
MarineMax, Inc. 501 Brooker Creek Boulevard Oldsmar, Florida 34677 |
Ladies and Gentlemen:
We have acted as counsel to MarineMax, Inc., a Florida corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act by the Company of 495,000 shares of its common stock, $0.001 par value per share (the “Shares”), issuable under the 2021 Stock-Based Compensation Plan (the “Plan”). This opinion is being issued pursuant to the requirements of the Securities Act.
In so acting, we have examined original counterparts or copies of original counterparts of the following documents:
(i) The Registration Statement and all exhibits thereto.
(ii) The Company’s Articles of Incorporation
(iii) The Company’s Bylaws.
(iv) The Plan.
(v) Resolutions of the Board of Directors of the Company in connection with the Registration Statement.
We have also examined originals or copies of such records of the Company, certificates and web sites of public officials and of officers or other representatives of the Company and agreements and other documents, and made such other investigations, as we have deemed necessary, subject to the assumptions set forth below, as a basis for the opinions expressed below.
In rendering the opinions set forth herein, we have assumed:
(i) The genuineness of all signatures (whether manual, electronic or otherwise) and, to the extent that a signature on a document is manifested by electronic or similar means, such signature has been executed or adopted by a signatory with an intent to authenticate and sign the document.
(ii) The authenticity of the originals of the documents submitted to us.
(iii) The conformity to authentic originals of any documents submitted to us as copies.
(iv) As to matters of fact, the truthfulness of the representations made or otherwise incorporated in the Registration Statement and representations and statements made in certificates or web sites of public officials and officers or other representatives of the Company.