EX-5.1
Published on October 4, 2021
Exhibit 5.1
ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM |
October 4, 2021
Olaplex Holdings, Inc.
1187 Coast Village Rd., Suite 1-520
Santa Barbara, CA 93108
Ladies and Gentlemen:
This opinion letter is furnished to you in connection with the registration statement on Form S-8 (the Registration Statement), filed by Olaplex Holdings, Inc., a Delaware corporation (the Company), on the date hereof, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the Securities Act), for the registration of an aggregate of 92,292,025 shares of Common Stock, $0.001 par value per share, of the Company (the Shares). The Shares are issuable under the Penelope Holdings Corp. 2020 Omnibus Equity Incentive Plan and the Companys 2021 Equity Incentive Plan (each, a Plan and collectively, the Plans).
We are familiar with the actions taken by the Company in connection with the adoption of the Plans. 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, when the Shares have been issued and sold in accordance with the terms of the applicable Plan, the Shares will be validly issued, fully paid and nonassessable.
Olaplex Holdings, Inc.
We hereby consent to the filing of this opinion letter 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 Securities Act or the rules and regulations thereunder.
Very truly yours, |
/s/ Ropes & Gray LLP |
Ropes & Gray LLP |
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