Exhibit 5.1
1717 Arch St, Suite 2800, Philadelphia, PA 19103 • (215) 267-3001
May 2, 2025
Board of Directors
Gaming and Leisure Properties, Inc.
845 Berkshire Blvd. Suite 200
Wyomissing, Pennsylvania 19610
Ladies and Gentlemen:
This firm has acted as Pennsylvania counsel to Gaming and Leisure Properties, Inc., a Pennsylvania corporation (the “Company”), and GLP Capital, L.P., a Pennsylvania limited partnership, in connection with the proposed public offering of up to an aggregate of $1,250,000,000 of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), which Shares may be issued and sold by the Company from time to time pursuant to (i) that certain ATM Equity Offering Sales Agreement (the “Sales Agreement”), dated May 2, 2025, by and among the Company, each of the entities listed on Schedule 1, as sales agents, principals and/or forward sellers, as applicable (in such capacity, collectively, the “Sales Agents”), and the Forward Purchasers (as defined below), and (ii) one or more forward sale confirmations relating to any forward purchase pursuant to the Sales Agreement, the form of which is attached as Annex III of the Sales Agreement (each, a “Forward Sale Agreement” and collectively, the “Forward Sale Agreements” and, together with the Sales Agreement, the “Agreements”), that the Company may from time to time enter into with each of the entities listed on Schedule 2, or their respective affiliates, acting as forward purchasers (in such capacity, collectively, the “Forward Purchasers”). The Shares may be offered from time to time pursuant to the Agreements and that certain prospectus supplement dated May 2, 2025 and the accompanying base prospectus dated May 1, 2025 (such documents, collectively, the “Prospectus”) that form part of the Company’s registration statement on Form S-3 (File No. 333-286909) (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinion hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including electronic copies). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on.
For purposes of this opinion letter, without limiting any other exceptions or qualifications set forth herein, we have assumed that (i) the resolutions duly adopted by the Company’s board of directors on April 30, 2025 approving the authorization, execution and delivery of the Sales Agreement and any Forward Sale Agreement and the offer, issuance and sale of the Shares from time to time
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