Exhibit 5.1
March 25, 2026
BRC Inc.
3131 W. 2210 S., Suite C
West Valley City, UT 84119
| Re: |
Registration Statement on Form S-3
|
Ladies and Gentlemen:
We have acted as counsel to BRC Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing on the date
hereof with the U.S. Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Act”). You have provided us with a draft of the Registration Statement in the form in which it will be filed, which
includes a base prospectus (the “Prospectus”), which provides that it will be supplemented in the future by one or more supplements to the Prospectus, free writing prospectuses or term
sheets (each, a “Prospectus Supplement).
The Registration Statement and the Prospectus relate to the proposed issuance and sale from time to time, pursuant to Rule 415 of the rules and regulations promulgated under the Act, of up to
$500,000,000 of (i) shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), (ii)
shares of the Company’s preferred stock, par value $0.0001 per share (the “Preferred Stock”), (iii) subscription rights to purchase shares of Class A Common Stock or Preferred Stock (the “Subscription Rights”), (iv) warrants to purchase Class A Common Stock or Preferred Stock (collectively, the “Warrants”), which may be
issued under warrant agreements (each, a “Warrant Agreement”), to be dated on or about the date of the first issuance of the applicable Warrants thereunder, by and between the Company and a
warrant agent to be selected by the Company (the “Warrant Agent”), and (v) units consisting of any combination of Class A Common Stock, Preferred Stock, Subscription Rights and/or Warrants
(collectively, the “Units”), which may be issued under unit agreements by and between the Company and a unit agent to be selected by the Company (each, a “Unit Agreement”). The Class A Common Stock, Preferred Stock, Subscription Rights, Warrants, and Units are collectively referred to herein as the “Securities.”
This opinion letter 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, the Prospectus or any Prospectus Supplement, other than as expressly stated herein with respect to the issuance of the Securities.
As such counsel and for purposes of our opinions set forth herein, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such documents,
resolutions, certificates and other instruments of the Company and corporate records furnished to us by the Company, and have reviewed certificates of public officials, statutes, records and such other instruments and documents, and have made such
investigations of law as we have deemed necessary or appropriate as a basis for the opinions set forth in this opinion letter. In such examination and in rendering the opinions expressed below, we have assumed, without independent investigation or
verification: (i) the genuineness of all signatures on all agreements, instruments, corporate records, certificates and other documents submitted to us, (ii) the legal competency, capacity and authority of all persons or entities (other than the
Company) executing all agreements, instruments, corporate records, certificates and other documents submitted to us, (iii) the authenticity and completeness of all agreements, instruments, corporate records, certificates and other documents submitted
to us as originals, (iv) that all agreements, instruments, corporate records, certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to the originals thereof, and that such
originals are authentic and complete, (v) the due authorization, execution and delivery of all agreements, instruments, corporate records, certificates and other documents by all parties thereto (other than the Company), (vi) that no documents
submitted to us have been amended or terminated orally or in writing, except as has been disclosed to us in writing, (vii) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of
the Company and other persons on which we have relied for the purposes of this opinion letter are true and correct on and as of the date hereof, (viii) that there has not been and there will not be any change in the good standing status of the
Company from that which was reported in the certificate of good standing regarding the Company obtained from the Secretary of State of the State of Delaware, and (ix) that each of the officers and directors of the Company has properly exercised his
or her fiduciary duties. As to all questions of fact material to this opinion letter and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation or verification) upon representations
and certificates or comparable documents of officers and representatives of the Company. Our knowledge of the Company and its legal and other affairs is limited by the scope of our engagement, which scope includes the delivery of this opinion letter.
We do not represent the Company with respect to all legal matters or issues. The Company may employ other independent counsel and, to our knowledge, handles certain legal matters and issues without the assistance of independent counsel.
Paul Hastings LLP | 1117 S. California Avenue | Palo Alto, California 94304
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BRC Inc.
March 25, 2026
Page 2
With your consent, we have assumed that (i) the Subscription Rights and any related Subscription Rights agreement, each of the Warrants and any related Warrant Agreement, the Units and any related
Unit Agreement, and any purchase, underwriting, sales agreement or similar agreement (collectively, the “Documents”) will be governed by the internal laws of the State of New York and that
the choice of law is legally enforceable, (ii) the Subscription Rights, Subscription Rights agreements, Warrants, Warrant Agreements, Units, and Unit Agreements, will contain all provisions required under the laws of the State of Delaware in respect
of contracts for the sale of securities issued by a Delaware corporation, (iii) each of the Documents will be duly authorized, executed and delivered by the parties thereto other than the Company, and (iv) each of the Documents will constitute valid
and binding obligations of the parties thereto other than the Company, enforceable against such parties in accordance with their respective terms.
We also have assumed that none of (i) the execution, delivery and performance of any of the Documents, (ii) the terms of any of the Securities to be established after the date hereof, (iii) the
issuance or delivery of such Securities, or (iv) the compliance by the Company with the terms of such Securities will (a) violate any applicable law, rule or regulation to which the Company is then subject or the Company’s Amended and Restated
Certificate of Incorporation filed with the Secretary of State of the State of Delaware, as amended or restated from time to time (the “Certificate of Incorporation”) or its amended and
restated by-laws then in effect, (b) result in a breach of or default under any instrument or agreement then binding upon the Company or any of its properties, or (c) violate, or cause the Company not to comply with, any consent, approval, license,
authorization, restriction or requirement imposed by, or any filing, recording or registration with, any court or governmental body having jurisdiction over the Company. We have also assumed that upon the issuance of any Class A Common Stock or
Securities convertible into or exercisable for shares of Class A Common Stock, the total number of shares of Class A Common Stock issued and outstanding upon such issuance, conversion or exercise, respectively, will not exceed the total number of
shares of Class A Common Stock that the Company is then authorized to issue under the Certificate of Incorporation.
We have further assumed that (i) an appropriate Prospectus Supplement relating to the Securities offered thereby will have been prepared and filed with the Commission in compliance with the Act and
will comply with all applicable laws at the time the Securities are offered and issued as contemplated by the Registration Statement, the Prospectus and such Prospectus Supplement, (ii) the terms of the Securities will conform to the descriptions
thereof in the Registration Statement, the Prospectus, and any Prospectus Supplement, as applicable, and the corporate action of the Company authorizing the issuance and sale of such Securities, (iii) all Securities will be issued and sold in
compliance with the applicable provisions of the Act, the Trust Indenture Act of 1939, as amended, if applicable, and the securities or blue sky laws of various states and in the manner stated in the Registration Statement, the Prospectus and any
Prospectus Supplement, as applicable, and (iv) the number of shares of Class A Common Stock or Preferred Stock, as the case may be, offered pursuant to the Registration Statement, the Prospectus and any Prospectus Supplement, as applicable, or, in
the case of Preferred Stock, Subscription Rights, Warrants, and Units, as applicable, represented by, comprising or issuable upon exchange, exercise or conversion of such Securities, does not exceed, at the time of issuance of such Securities, the
authorized but unissued shares of Class A Common Stock or Preferred Stock, as the case may be. We have also assumed that the Registration Statement and any amendments thereto will have become effective under the Act (and such effectiveness shall not
have been terminated or rescinded) and comply with all applicable laws at the time the Securities are offered and issued as contemplated by the Registration Statement, the Prospectus and any Prospectus Supplement, as applicable.
BRC Inc.
March 25, 2026
Page 3
Based upon the foregoing, and in reliance thereon, and subject to the assumptions, limitations, qualifications and exceptions set forth herein, it is our opinion that, as of the date hereof:
1. With respect to any shares of Class A Common Stock to be offered by the Company pursuant to the Registration Statement (including any shares of Class A Common Stock duly issued upon the
exchange, exercise or conversion of Securities that are exchangeable or exercisable for, or convertible into, Class A Common Stock), when (i) the issuance of such shares of Class A Common Stock has been duly authorized by all necessary corporate
action of the Company, and (ii) such shares of Class A Common Stock have been duly issued and delivered against payment of the consideration therefor (not less than the par value of the Class A Common Stock) as contemplated by the Registration
Statement, the Prospectus, any applicable Prospectus Supplement, any applicable Documents and such corporate action, such shares of Class A Common Stock will be validly issued, fully paid and nonassessable.
2. With respect to any shares of Preferred Stock to be offered by the Company pursuant to the Registration Statement (including any shares of Preferred Stock duly issued upon the exchange,
exercise or conversion of Securities that are exchangeable or exercisable for, or convertible into, Preferred Stock), when (i) a series of Preferred Stock has been duly established in accordance with the terms of the Certificate of Incorporation and
applicable law and authorized by all necessary corporate action of the Company, (ii) the relative rights, preferences and limitations of such series of Preferred Stock have been designated by all necessary corporate action of the Company and set
forth in a Certificate of Designation or amendment to the Certificate of Incorporation properly filed with the Secretary of State of the State of Delaware, (iii) the issuance of such shares of Preferred Stock has been duly authorized by all necessary
corporate action of the Company, (iv) such shares of Preferred Stock have been duly issued and delivered against payment of the consideration therefor (not less than the par value of the Preferred Stock) as contemplated by the Registration Statement,
the Prospectus, any applicable Prospectus Supplement, any applicable Documents and such corporate action, and (v) if such shares of Preferred Stock are convertible into shares of Class A Common Stock, such shares of Class A Common Stock have been
duly authorized and reserved for issuance by all necessary corporate action of the Company, such shares of Preferred Stock will be validly issued, fully paid and nonassessable.
3. With respect to Subscription Rights to be offered by the Company pursuant to the Registration Statement, when (i) a subscription rights agreement has been duly authorized, executed and
delivered by the Company and the subscription agent named therein, (ii) the specific terms of the particular issuance of Subscription Rights have been duly established in accordance with such subscription rights agreement and applicable law and
authorized by all necessary corporate action of the Company, (iii) the Subscription Rights have been duly executed, countersigned, issued and delivered against payment therefor in accordance with such subscription rights agreement and as contemplated
by the Registration Statement, the Prospectus, any applicable Prospectus Supplement, any applicable Documents and such corporate action, and (iv) the shares of Class A Common Stock or Preferred Stock relating to such Subscription Rights, as
applicable, have been duly authorized and reserved for issuance by all necessary corporate action of the Company and in accordance with the terms of the Subscription Rights and the Subscription Rights agreement, such Subscription Rights will
constitute binding obligations of the Company, enforceable against the Company in accordance with their terms.
BRC Inc.
March 25, 2026
Page 4
4. With respect to any Warrants to be offered by the Company pursuant to the Registration Statement, when (i) a warrant agreement has been duly authorized, executed and delivered by the
Company and the Warrant Agent named therein, (ii) the specific terms of the particular issuance of Warrants have been duly established in accordance with such Warrant Agreement and applicable law and authorized by all necessary corporate action of
the Company, (iii) the Warrants have been duly executed, countersigned, issued and delivered against payment therefor in accordance with such warrant agreement and as contemplated by the Registration Statement, the Prospectus, any applicable
Prospectus Supplement, any applicable Documents and such corporate action, and (iv) as applicable, the shares of Class A Common Stock or Preferred Stock issuable upon exercise of the Warrants have been duly authorized and reserved for issuance upon
exercise of the Warrants, by all necessary corporate action of the Company and in accordance with the terms of the Warrants and the warrant agreement, such Warrants will constitute binding obligations of the Company, enforceable against the Company
in accordance with their terms.
5. With respect to any Units to be offered by the Company pursuant to the Registration Statement, when (i) the applicable Unit Agreement has been duly authorized, executed and delivered by
all necessary corporate action of the Company and the counterparty named therein, (ii) the specific terms of the particular issuance of Units have been duly established in accordance with such Unit Agreement and applicable law and authorized by all
necessary corporate action of the Company, (iii) the Units have been duly executed, countersigned, issued and delivered against payment of the consideration therefor in accordance with such Unit Agreement and as contemplated by the Registration
Statement, the Prospectus, any applicable Prospectus Supplement, any applicable Documents and such corporate action, and (iv) as applicable, (a) the shares of Class A Common Stock or Preferred Stock (1) comprising the Units, (2) underlying the
Warrants comprising the Units and/or (3) relating to the Subscription Rights comprising the Units have been duly authorized and reserved for issuance and/or (b) the Warrants issuable upon exercise of such Units have been duly authorized, executed and
authenticated in accordance with the provisions of the applicable Indenture or Warrant Agreement and reserved for delivery upon exercise of the Units, and/or (c) the Warrants comprising such Units have been duly executed, countersigned, issued and
delivered in accordance with the applicable Warrant Agreement, and/or (d) the Subscription Rights comprising such Units have been duly executed, countersigned, issued and delivered in accordance with the applicable Subscription Rights agreement, in
each case by all necessary corporate action of the Company and in accordance with the terms of the Units and the Unit Agreement, such Units will constitute binding obligations of the Company, enforceable against the Company in accordance with their
terms.
Our opinions are subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium or similar laws and principles affecting creditors’ rights generally (including, without
limitation, fraudulent transfer or fraudulent conveyance laws), and (ii) the effect of general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) and the availability of
equitable remedies (including, without limitation, specific performance and equitable relief), regardless of whether considered in a proceeding in equity or at law.
Without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion as to any provision (i) that could be construed as a penalty or forfeiture,
(ii) indemnifying a party against liability for its own wrongful or negligent acts or otherwise in cases where indemnification or contribution could be considered contrary to public policy (including, without limitation, under federal and state
securities laws and regulations as interpreted by applicable governmental authorities), (iii) exculpating another party from liability or waiving defenses or other rights, (iv) to the effect that terms of a document may not be waived or modified
except in writing, (v) regarding the recovery of attorneys’ fees for a person who is not the prevailing party in a final proceeding, (vi) imposing a payment obligation with respect to the Company’s obligations, or (vii) whereby a party purports to
ratify acts in advance of the occurrence of such acts.
BRC Inc.
March 25, 2026
Page 5
We express no opinion with respect to the validity or enforceability of (i) any provision allowing any party to exercise any remedial rights without notice to the Company, (ii) any waiver of demand
by the Company or any waiver of any rights or any defense that as a matter of law or public policy cannot be waived, (iii) any provision purporting to establish evidentiary standards, (iv) any provision that purports to establish the subject matter
jurisdiction of the United States District Court to adjudicate any controversy, (v) any provision that purports to entitle any person or entity to specific performance of any provision of such document, (vi) any provision that requires a person or
entity to cause another person or entity to take or to refrain from taking action under circumstances in which such person or entity does not control such other person or entity, (vii) any provision insofar as it purports to effect a choice of
governing law or choice of forum for the adjudication of disputes, (viii) any provision to the extent that it requires that a claim with respect to a security denominated in other than U.S. dollars (or a judgment in respect of such a claim) be
converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, or (ix) the effectiveness of service of process by mail in any suit, action or proceeding of any nature. Further, we express no
opinion as to the acceptance by a federal court located in the State of New York of jurisdiction of a dispute arising under any Document.
We express no opinion as to the validity or enforceability of any provision that (i) waives (a) vague or broadly stated rights, (b) future rights, (c) the benefits of statutory, regulatory or
constitutional rights, unless and to the extent that the statute, regulation or constitution expressly allows waiver, (d) unknown future defenses, or (e) rights to damages, (ii) states that rights or remedies are not exclusive, that every right or
remedy is cumulative and may be exercised in addition to any other right or remedy, that the election of some particular remedy does not preclude recourse to one or more others or that the failure to exercise or delay in exercising rights or remedies
will not operate as a waiver of any such right or remedy, (iii) grants set-off rights, (iv) imposes penalties, forfeitures, late payment charges or an increase in interest rate upon delinquency in payment or the occurrence of a default, (v) appoints
one party as an attorney-in-fact for an adverse party or (vi) states that time is of the essence.
Without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the laws of any jurisdiction
other than, with respect to any shares of Class A Common Stock and Preferred Stock, the General Corporation Law of the State of Delaware and, with respect to the Documents, the internal laws of the State of New York, in each case as in effect on the
date hereof.
This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated herein from any matter addressed in this
opinion letter.
This opinion letter is rendered solely in connection with the Registration Statement. This opinion letter is rendered as of the date hereof, and we assume no obligation to advise you or any other
person with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein even if the change may affect the legal analysis or a legal conclusion or other matters in this opinion letter. We
hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters”. In giving such consent, we do not hereby admit that we are within
the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Paul Hastings LLP