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Vici Properties Inc. – ‘8-K’ for 3/3/21 – ‘EX-5.1’

On:  Monday, 3/8/21, at 5:19pm ET   ·   For:  3/3/21   ·   Accession #:  1705696-21-57   ·   File #:  1-38372

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

 3/08/21  Vici Properties Inc.              8-K:1,9     3/03/21   18:1.4M

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     43K 
 2: EX-1.1      Underwriting Agreement or Conflict Minerals Report  HTML    183K 
 3: EX-1.2      Underwriting Agreement or Conflict Minerals Report  HTML    123K 
 4: EX-1.3      Underwriting Agreement or Conflict Minerals Report  HTML    123K 
 5: EX-1.4      Underwriting Agreement or Conflict Minerals Report  HTML    124K 
 6: EX-1.5      Underwriting Agreement or Conflict Minerals Report  HTML    137K 
 7: EX-5.1      Opinion of Counsel re: Legality                     HTML     16K 
14: R1          Cover Page                                          HTML     47K 
16: XML         IDEA XML File -- Filing Summary                      XML     14K 
13: XML         XBRL Instance -- vici-20210303_htm                   XML     22K 
15: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 9: EX-101.CAL  XBRL Calculations -- vici-20210303_cal               XML      8K 
10: EX-101.DEF  XBRL Definitions -- vici-20210303_def                XML     10K 
11: EX-101.LAB  XBRL Labels -- vici-20210303_lab                     XML     69K 
12: EX-101.PRE  XBRL Presentations -- vici-20210303_pre              XML     34K 
 8: EX-101.SCH  XBRL Schema -- vici-20210303                         XSD     12K 
17: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
18: ZIP         XBRL Zipped Folder -- 0001705696-21-000057-xbrl      Zip    166K 


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


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Exhibit 5.1
image_01a.jpg
Columbia Square
555 Thirteenth Street, NW
T +1 202 637 5600
F +1 202 637 5910


March 8, 2021


Board of Directors
VICI Properties Inc.
535 Madison Avenue, 20th Floor
New York, New York 10022


Ladies and Gentlemen:
We are acting as counsel to VICI Properties Inc., a Maryland corporation (the “Company”), in connection with the public offering of up to 69,000,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (“Common Stock”) (including 9,000,000 shares of Common Stock being purchased by the underwriters of the public offering pursuant to their option to purchase such shares of Common Stock) pursuant to (i) the terms of the Underwriting Agreement, dated March 3, 2021, by and among the Company, VICI Properties L.P. (the “Operating Partnership”), and Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters named on Schedule I thereto, and Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as forward sellers, and Morgan Stanley & Co. LLC, Bank of America, N.A., Citibank N.A. and Deutsche Bank AG, London Branch, as forward purchasers (the “Underwriting Agreement”), and (ii) the forward sale agreements, dated March 3, 2021 (the “Forward Sale Agreements”), by and between the Company and Morgan Stanley & Co. LLC, Bank of America, N.A., Citibank N.A. and Deutsche Bank AG, London Branch, in their capacity as the forward purchasers. The offering of the Shares by the Company is being made pursuant to a prospectus supplement dated March 3, 2021 and the accompanying base prospectus dated October 1, 2018 (such documents, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 (File No. 333-227641) (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation SK, 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). We also have assumed that the Shares will not be issued in violation of the ownership limit contained in the Company’s Articles of Amendment and Restatement, as amended, and that upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Company’s Articles of Amendment and Restatement. 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

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 Moscow 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 Zagreb. Business Service Centers: Johannesburg Louisville. Legal Services Center: Berlin. For more information see www.hoganlovells.com


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 applicable provisions of 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 following (i) the issuance and delivery of the Shares pursuant to the terms of (a) the Underwriting Agreement and (b) the Forward Sale Agreements, and (ii) receipt by the Company pursuant thereto of the consideration for the Shares specified in the resolutions of the Board of Directors of the Company and the Pricing Committee of the Board of Directors, the Shares will be validly issued, fully paid and nonassessable. 
This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K on the date hereof 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 you 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 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 Securities Act of 1933, as amended.
Very truly yours,

/s/ Hogan Lovells US LLP

HOGAN LOVELLS US LLP


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:3/8/21
For Period end:3/3/21424B5,  8-K
10/1/184,  424B3,  8-K,  S-3ASR
 List all Filings 


11 Subsequent Filings that Reference this Filing

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

11/19/21  VICI Properties Inc.              424B5                  1:747K                                   Donnelley … Solutions/FA
11/18/21  VICI Properties Inc.              S-3ASR     11/18/21    6:681K                                   Donnelley … Solutions/FA
 9/23/21  MGM Growth Properties LLC         DEFM14C                1:4M                                     Donnelley … Solutions/FA
 9/23/21  VICI Properties Inc.              424B3                  1:4M                                     Donnelley … Solutions/FA
 9/21/21  VICI Properties Inc.              S-4/A                 11:4.4M                                   Donnelley … Solutions/FA
 9/13/21  VICI Properties Inc.              424B5                  1:899K                                   Donnelley … Solutions/FA
 9/08/21  VICI Properties Inc.              424B5                  1:879K                                   Donnelley … Solutions/FA
 9/08/21  VICI Properties Inc.              S-3ASR      9/08/21    6:674K                                   Donnelley … Solutions/FA
 9/08/21  VICI Properties Inc.              S-4                    8:4M                                     Donnelley … Solutions/FA
 5/27/21  VICI Properties Inc.              424B5                  1:873K                                   Donnelley … Solutions/FA
 5/27/21  VICI Properties Inc.              S-3ASR      5/27/21    4:811K                                   Donnelley … Solutions/FA
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Filing Submission 0001705696-21-000057   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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