SEC Info - e.l.f. Beauty, Inc. - ‘S-8’ on 5/28/21

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e.l.f. Beauty, Inc. – ‘S-8’ on 5/28/21 – ‘EX-5.1’

On: Friday, 5/28/21, at 4:32pm ET · Effective: 5/28/21 · Accession #: 1600033-21-33 · File #: 333-256631

Previous ‘S-8’: ‘S-8’ on 6/3/20 · Next: ‘S-8’ on 5/27/22 · Latest: ‘S-8’ on 5/26/23 · 13 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 5/28/21  e.l.f. Beauty, Inc.               S-8         5/28/21    3:141K

Registration Statement – Securities for an Employee Benefit Plan — Form S-8 — SA’33

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement - Securities for an          HTML     60K 
                Employee Benefit Plan                                            
 2: EX-5.1      Opinion of Counsel re: Legality                     HTML     15K 
 3: EX-23.1     Consent of Expert or Counsel                        HTML      5K

‘EX-5.1’ — Opinion of Counsel re: Legality

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Document

Exhibit 5.1

140 Scott Drive

Menlo Park, California 94025

Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

FIRM / AFFILIATE OFFICES

Beijing

Moscow

Boston

Munich

Brussels

New York

Century City

Orange County

Chicago

Paris

May 28, 2021

Dubai

Riyadh

Düsseldorf

San Diego

e.l.f. Beauty, Inc.
570 10th Street
Oakland, CA 94607

Frankfurt

San Francisco

Hamburg

Seoul

Hong Kong

Shanghai

Houston

Silicon Valley

London

Singapore

Re: Registration Statement on Form S-8; 1,537,228 shares of common stock of e.l.f. Beauty, Inc., par value $0.01 per share

Los Angeles

Tokyo

Madrid

Washington, D.C.

Milan

Ladies and Gentlemen:

We have acted as special counsel to e.l.f. Beauty, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 1,537,228 shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), consisting of 1,024,819 shares of Common Stock (the “2016 Plan Shares”) issuable under the Company’s 2016 Equity Incentive Award Plan, as amended (the “2016 Plan”), and 512,409 shares of Common Stock (together with the 2016 Plan Shares, the “Shares”) issuable under the Company’s 2016 Employee Stock Purchase Plan (together with the 2016 Plan, the “Plans”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 28, 2021 (the “Registration Statement”). This opinion 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 or the related prospectuses, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the

June 3, 2020

Page 2

Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-8’ Filing	Date	Other Filings

Filed on / Effective on:	5/28/21
	6/3/20	4, S-8
		List all Filings

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/26/23  e.l.f. Beauty, Inc.               S-8         5/26/23    4:145K
 5/27/22  e.l.f. Beauty, Inc.               S-8         5/27/22    4:100K                                   Donnelley … Solutions/FA

11 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/27/21  e.l.f. Beauty, Inc.               10-K        3/31/21  110:14M
 5/04/21  e.l.f. Beauty, Inc.               8-K:1,2,9   4/30/21   13:1.9M
 7/02/20  e.l.f. Beauty, Inc.               8-K:1,5,7,9 6/30/20    4:199K
 6/03/20  e.l.f. Beauty, Inc.               S-8         6/03/20    3:228K
 3/01/19  e.l.f. Beauty, Inc.               S-8         3/01/19    3:232K
 3/01/18  e.l.f. Beauty, Inc.               S-8         3/01/18    3:263K
 3/15/17  e.l.f. Beauty, Inc.               S-8         3/15/17    3:71K                                    Donnelley … Solutions/FA
 9/27/16  e.l.f. Beauty, Inc.               S-8         9/27/16    3:99K                                    Donnelley … Solutions/FA
 9/27/16  e.l.f. Beauty, Inc.               8-K:5,8,9   9/27/16    3:237K                                   Donnelley … Solutions/FA
 9/12/16  e.l.f. Beauty, Inc.               S-1/A                 14:10M                                    Donnelley … Solutions/FA
 8/26/16  e.l.f. Beauty, Inc.               S-1                   37:14M                                    Donnelley … Solutions/FA

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Filing Submission 0001600033-21-000033 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)