Form: S-1MEF

A new registration statement filed under Rule 462(b) to add securities to a prior related effective registration statement filed on Form S-1

September 29, 2021

Exhibit 5.1

 

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ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

September 29, 2021

Olaplex Holdings, Inc.

1187 Coast Village Rd., Suite 1-520

Santa Barbara, CA 93108

Ladies and Gentlemen:

We have acted as counsel to Olaplex Holdings, Inc., a Delaware corporation (the “Company”), in connection with (i) the Registration Statement on Form S-1 (File No. 333-259116) (as amended through the date hereof, the “Initial Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the second Registration Statement on Form S-1 filed by the Company pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration Statement,” and together with the Initial Registration Statement, the “Registration Statement”). This opinion letter is furnished to you in connection with the filing of the 462(b) Registration Statement, related to the registration of up to 7,705,000 shares of the common stock, $0.001 par value per share, of the Company (the “Shares”), which includes shares to be sold upon the exercise of the underwriters’ option to purchase additional shares, if any. The Shares are proposed to be sold by certain selling stockholders pursuant to the underwriting agreement (the “Underwriting Agreement”) by and among the Company, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as the representatives of the underwriters named therein and the selling stockholders listed on Schedule III thereto.

In connection with this opinion letter, we have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.

The opinions expressed below are limited to the Delaware General Corporation Law.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and are validly issued, fully paid and non-assessable.


Olaplex Holdings, Inc.    - 2 -

 

We hereby consent to your filing this opinion as an exhibit to the 462(b) Registration Statement and to the use of our name therein and in the related prospectus under the caption “Legal Matters.” 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 Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,
/s/ Ropes & Gray LLP
Ropes & Gray LLP