Exhibit 5.1
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February 27, 2025
GoodRx Holdings, Inc.
2701 Olympic Boulevard
Santa Monica, CA 90404
Re:Registration Statement on Form S-8 with respect to shares of Class A common
stock of GoodRx Holdings, Inc.
To the addressee set forth above:
We have acted as special counsel to GoodRx Holdings, Inc., a Delaware corporation (the
“Company”), in connection with the preparation and filing by the Company on the date hereof with
the Securities and Exchange Commission (the “Commission”) of a Registration Statement (the
“Registration Statement”) on Form S-8 under the Securities Act of 1933, as amended (the “Act”),
relating to the issuance of up to 33,852,798 shares (the “Shares”) of Class A common stock of the
Company, par value $0.0001 per share (the “Class A Common Stock”), which may be issued
pursuant to the Company’s 2020 Incentive Award Plan (the “2020 Plan”) and the Company’s 2020
Employee Stock Purchase Plan (the “2020 ESPP”). 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
prospectuses forming a part thereof, other than as expressly stated herein with respect to the
issuance 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 the
foregoing and 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
only as to the General Corporation Law of the State of Delaware, as amended (the “DGCL”), 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 agent
February 27, 2025
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and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the
Company for legal consideration in excess of par value in the circumstances contemplated by the
2020 Plan and the 2020 ESPP, assuming in each case that the individual issuances, grants or awards
under the 2020 Plan and the 2020 ESPP are duly authorized by all necessary corporate action and
duly issued, granted or awarded and exercised in accordance with the requirements of law and the
2020 Plan and the 2020 ESPP (and the agreements 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 such Shares will be validly issued, fully paid and non-
assessable. In rendering the foregoing opinion, we have assumed that the Company will comply
with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
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.
Sincerely,
/s/ Latham & Watkins LLP