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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/07/20 Alliance Data Systems Corp. S-3ASR 12/07/20 4:617K Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: S-3ASR Automatic Shelf Registration Statement by a HTML 312K
Well-Known Issuer
2: EX-5.1 Opinion of Counsel re: Legality HTML 11K
3: EX-23.1 Consent of Expert or Counsel HTML 5K
4: EX-23.2 Consent of Expert or Counsel HTML 5K
Exhibit 5.1
Alliance Data Systems Corporation
3075 Loyalty Circle
| Re: | Alliance Data Systems Corporation |
| Registration Statement on Form S-3/ASR |
Ladies and Gentlemen:
We have acted as counsel to Alliance Data Systems Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3/ASR (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the offer and sale of up to 1,903,868 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), by the selling stockholders identified in the Registration Statement (the “Shares”). The Shares may be sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein and any supplements to the prospectus pursuant to Rule 415 under the Act. This opinion is being furnished at the request of the Company in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. 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, and the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies. We have also assumed the existence and entity power of each party to any document referred to herein other than the Company. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of the Company, all of which we assume to be true, correct and complete.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and validly issued and are fully paid and non-assessable.
The opinions and other matters in this letter are qualified in their entirety and subject to the following:
| 1. | We express no opinion as to the laws of any jurisdiction other than the Delaware General Corporation Law. |
2300 N. Field Street | Suite 1800 | Dallas, Texas 75201-2481 | 214.969.2800 | fax: 214.969.4343 | akingump.com
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Page 2
Alliance Data Systems Corporation
| 2. | This letter is limited to the matters expressly stated herein and no opinion is to be inferred or implied beyond the opinion expressly set forth herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or entity or any other circumstance. |
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the use of our name in the Prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.
| Very truly yours, | |
| /s/ AKIN GUMP STRAUSS HAUER & FELD LLP | |
| AKIN GUMP STRAUSS HAUER & FELD LLP | |
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| This ‘S-3ASR’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on / Effective on: | 12/7/20 | 8-K | ||
| List all Filings | ||||