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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/08/22 Papa John’s International, Inc. 8-K:8,9 8/08/22 11:204K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 28K 2: EX-5.1 Opinion of Counsel re: Legality HTML 11K 6: R1 Cover HTML 46K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- tm2222647d3_8k_htm XML 15K 8: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.LAB XBRL Labels -- pzza-20220808_lab XML 96K 5: EX-101.PRE XBRL Presentations -- pzza-20220808_pre XML 64K 3: EX-101.SCH XBRL Schema -- pzza-20220808 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 11: ZIP XBRL Zipped Folder -- 0001104659-22-087369-xbrl Zip 19K
Exhibit 5.1
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Columbia Square 555 Thirteenth Street, NW T +1 202 637 5600 F +1 202 637 5910 |
Board of Directors
Papa John’s International, Inc.
2002 Papa John’s Boulevard
Ladies and Gentlemen:
We are acting as counsel to Papa John’s International, Inc., a Delaware corporation (the “Company”), in connection with the public offering of up to 2,758,360 shares of the Company’s common stock, par value $0.01 per share (the “Shares”) by the selling stockholders named in the prospectus supplement, dated August 8, 2022 (the “Prospectus Supplement”). The offering of the Shares is being made pursuant to the Prospectus Supplement and the accompanying base prospectus dated August 8, 2022 (together with the Prospectus Supplement, the “Prospectus”) that form part of the Company’s effective automatic shelf 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”). 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.
This opinion letter is based as to matters of law solely on the Delaware 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 non-assessable.
This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as of the date hereof. We assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this letter.
Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore 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 Perth Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar. Business Service Centers: Johannesburg Louisville. Legal Services Center: Berlin. For more information see www.hoganlovells.com
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| Papa John’s International, Inc. | - 2 - | August 8, 2022 |
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K 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,
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| This ‘8-K’ Filing | Date | Other Filings | ||
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| Filed on / For Period end: | 8/8/22 | 424B3, S-3ASR | ||
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