March 22, 2023

 

ATI Physical Therapy, Inc.

790 Remington Boulevard

Bolingbrook, Ill 60440

 

Ladies and Gentlemen:

 

We have acted as counsel to ATI Physical Therapy, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration by the Company of up to 37,560,979 shares (the “Shares”) of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”), including up to 37,000,000 shares of Class A Common Stock subject to stockholder approval at the Company’s 2023 Annual Meeting of Stockholders (such shares, the “Subject Shares”), which may be issued pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”).

 

In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Plan; (ii) the Registration Statement; (iii) the Second Amended and Restated Certificate of Incorporation of the Company, (iv) the Amended and Restated Bylaws of the Company and (v) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

 

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

 

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the issuance of the Shares, including subject to the Stockholder Approval (as hereinafter defined) the Subject Shares, has been duly authorized and such Shares, including upon receipt of stockholder approval at the Company’s 2023 Annual Meeting of Stockholders (the “Stockholders Approval”) the Subject Shares, when issued and delivered upon the receipt of consideration constituting lawful consideration under Delaware law in accordance with the Plan, will be validly issued, fully paid and non-assessable.

The opinion expressed herein is limited to the corporate laws of the State of Delaware, and we express no opinion as to the effect on matters covered by this letter of the laws of any other jurisdiction.

 

We hereby consent to the use of this letter as an exhibit to the Registration Statement. In giving such consent we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

 

Very truly yours,

/s/ Weil, Gotshal & Manges LLP

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