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Exhibit 5.1

 

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355 South Grand Avenue

Los Angeles, California 90071-1560

Tel: +1.213.485.1234 Fax: +1.213.891.8763

www.lw.com

    

 

FIRM /AFFILIATE OFFICES

  

 

July 9, 2013

 

Encore Capital Group, Inc.

3111 Camino Del Rio North

Suite 1300

San Diego, CA 92108

     Abu Dhabi    Milan   
     Barcelona    Moscow   
     Beijing    Munich   
     Boston    New Jersey   
     Brussels    New York   
     Chicago    Orange County   
     Doha    Paris   
     Dubai    Riyadh   
     Düsseldorf    Rome   
     Frankfurt    San Diego   
     Hamburg    San Francisco   
     Hong Kong    Shanghai   
     Houston    Silicon Valley   
     London    Singapore   
     Los Angeles    Tokyo   
     Madrid    Washington, D.C.   

 

Re: Registration Statement on Form S-8 of Encore Capital Group, Inc.; 2,500,000 shares of Common Stock, par value $0.01 per share

Ladies and Gentlemen:

We have acted as special counsel to Encore Capital Group, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 2,500,000 shares of common stock, $0.01 par value per share (the “Shares”), to be issued pursuant to the Encore Capital Group, Inc. 2013 Incentive Compensation Plan, dated April 3, 2013 (the “Plan”). The Shares are included in a registration statement on Form S–8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on July 9, 2013 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or any related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer


July 9, 2013

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agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plan, assuming in each case that the individual grants or awards under the Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, and the Shares will be fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

/s/ LATHAM & WATKINS LLP