Exhibit 5.1
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Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center +1 612 766 7000 main +1 612 766 1600 fax |
May 19, 2025
GEN Restaurant Group, Inc.
11480 South Street, Suite 205
Cerritos, California 90703
Ladies and Gentlemen:
We have acted as counsel to GEN Restaurant Group, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”) by the Company under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the potential offer and sale, from time to time, by certain selling stockholders named therein (the “Selling Stockholders”) of up to 28,223,836 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.001 per share (the “Class A Stock”), which Shares include (i) up to 462,321 shares of Class A Stock currently held by the Selling Stockholders (the “Existing Shares”), and (ii) up to 27,761,515 shares of Class A Stock (the “New Shares”) that are issuable upon the exchange of shares of the Company’s Class B common stock, par value $0.001 per share (the “Class B Stock”), together with an equal number of Class B common units (the “Class B Units” and together with the Class B Stock, the “Paired Securities”) of GEN Restaurant Companies, LLC, a Delaware limited liability company (“GEN LLC”), pursuant to that certain Amended and Restated Limited Liability Company Agreement of GEN LLC (the “LLC Agreement”), by and among the Company, GEN LLC, and the other parties thereto.
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K.
For purposes of this opinion letter, we have examined originals, or copies certified or otherwise authenticated to our satisfaction, of the following documents: (i) the Registration Statement, (ii) the Company’s Amended and Restated Certificate of Incorporation, as amended to date, filed as Exhibit 3.1 to the Registration Statement, (iii) the Amended and Restated Bylaws of the Company, as amended to date, filed as Exhibit 3.2 to the Registration Statement, (iv) the LLC Agreement, and (v) the resolutions of the Company’s board of directors authorizing (a) the filing of the Registration Statement and accompanying prospectus and (b) the issuance of the Paired Securities and the Shares. We have also examined a certificate of the Secretary of the Company dated the date hereof (the “Certificate”) and originals, or copies certified or otherwise authenticated to our satisfaction, of such corporate records and other records, agreements, instruments, certificates of public officials and documents as we have deemed necessary as a basis for the opinions hereinafter expressed and have reviewed such matters of law as we have deemed relevant hereto. As to all issues of fact material to this opinion letter, we have relied on certificates, statements, or representations of public officials, of officers and representatives of the Company (including the Certificate) and of others, without any independent verification thereof or other investigation.
In our examination, we have assumed without investigation: (i) the legal capacity of all natural persons; (ii) the genuineness of all signatures, including electronic signatures; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies; (v) the authenticity of the originals of such latter documents; (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the agreements, documents, instruments, certificates and records we have reviewed; and (vii) the absence of any undisclosed modifications to the agreements and instruments reviewed by us.