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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/25/24 Strategic Education, Inc. S-3ASR 4/25/24 4:251K Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: S-3ASR Automatic Shelf Registration Statement by a HTML 197K
Well-Known Issuer
2: EX-5.1 Opinion of Counsel re: Legality HTML 10K
3: EX-23.2 Consent of Expert or Counsel HTML 5K
4: EX-FILING FEES Filing Fees HTML 17K
Exhibit 5.1
 |
8350 Broad St. 17th Floor T +1 703 610 6100 F +1 703 610 6200 |
Board of Directors
Strategic Education, Inc.
2303 Dulles Station Boulevard
To the addressee referred to above:
We are acting as counsel to Strategic Education, Inc., a Maryland corporation (the “Company”), in connection with the public offering by Inclusive Capital Partners Spring Master Fund II, L.P. (the “Selling Stockholder”) of up to 1,655,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) currently issued and outstanding and purchased by the Selling Stockholders in open market transactions (the “Shares”), which offering is being made pursuant to the Company’s registration statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) on April 25, 2024, including a prospectus (the “Prospectus”) that forms a part thereof. 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 opinions 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 pdfs). 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. This opinion letter is given, and all statements herein are made, in the context of the foregoing. For purposes of our opinion, we assume that the Shares purchased in the open market were, when originally issued, duly authorized, validly issued, fully-paid and non-assessable, and were the subject of a legal opinion issued prior to the date hereof to such effect.
This opinion letter is based as to matters of law solely on the Maryland General Corporation Law, as amended. We express no opinion herein as to any other statutes, rules or regulations.
Based upon, subject to and limited by the foregoing, we are of the opinion that the Shares are validly issued, fully paid, and nonassessable.
Hogan Lovells US LLP is a limited liability partnership registered in the state of Delaware. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Berlin Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Munich New York Northern Virginia Paris Philadelphia Riyadh Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Shanghai FTZ. Business Service Centers: Johannesburg Louisville. For more information see www.hoganlovells.com
| - 2 - | April 25, 2024 |
This opinion letter has been prepared for use in connection with the filing by the Company of the Registration Statement on the date hereof. We assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.
Very truly yours,
| This ‘S-3ASR’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 4/25/24 | 10-Q, 8-K | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/25/24 Strategic Education, Inc. 10-Q 3/31/24 91:6.3M 3/11/24 Strategic Education, Inc. DEF 14A 4/24/24 11:3.7M Toppan Merrill/FA 2/29/24 Strategic Education, Inc. 10-K 12/31/23 131:11M 7/29/21 Strategic Education, Inc. 10-Q 6/30/21 92:8.1M 3/02/20 Strategic Education, Inc. 10-K 12/31/19 126:12M 8/01/18 Strategic Education, Inc. 8-K:1,2,3,5 8/01/18 6:2.3M Toppan Merrill/FA 7/18/96 Strategic Education, Inc. 8-A12G 1:4K Bowne - DC/FA 7/16/96 Strategic Education, Inc. S-1/A 9:576K Bowne - DC/FA |