Exhibit 5.1
Holland & Knight
1650 Market Street | Suite 3300 | Philadelphia, PA 19103 | T 215.252.9600 | F 215.867.6070
Holland & Knight LLP | www.hklaw.com
November 20, 2023
Gaming and Leisure Properties, Inc.
GLP Capital, L.P.
845 Berkshire Blvd., Suite 200
Wyomissing, PA 19610
Re: Shelf Registration Statement on Form S-3 (Registration Nos. 333-266814, 333-266814-01 and 333-266814-02)
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 (Registration Nos. 333-333-266814, 333-266814-01 and 333-266814-02) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on August 12, 2022 by Gaming and Leisure Properties, Inc., a Pennsylvania corporation (the “Company”), pursuant to the requirements of the Securities Act of 1933, as amended (the “Act”). We are rendering this opinion letter as your Pennsylvania counsel in connection with the filing of a preliminary prospectus supplement dated November 15, 2023 (the “Preliminary Prospectus Supplement”) and final prospectus supplement dated November 15, 2023 (the “Final Prospectus Supplement”), to the prospectus included in the Registration Statement (the “Prospectus”). The Preliminary Prospectus Supplement and the Final Prospectus Supplement relate to the offering of $400.0 million aggregate principal amount of 6.750% Senior Notes due 2033 (the “Notes”) co-issued by GLP Capital, L.P., a Pennsylvania limited partnership (the “Partnership”), and GLP Financing, II, Inc., a Delaware corporation and a wholly owned subsidiary of the Partnership (the “Co-Issuer” and, together with the Partnership, the “Issuers”) and guaranteed by the Company, pursuant to that certain Underwriting Agreement, dated November 15, 2023 (the “Underwriting Agreement”), among the Issuers, the Company and Wells Fargo Securities, LLC, Citizens JMP Securities, LLC, Fifth Third Securities, Inc. and Truist Securities, Inc., as representatives of the several underwriters named in the Underwriting Agreement.
As your Pennsylvania counsel, we have examined all such documents that we have considered necessary in order to enable us to render this opinion letter, including, but not limited to, (i) the Registration Statement and the Prospectus; (ii) the Preliminary Prospectus Supplement and Final Prospectus Supplement; (iii) the Underwriting Agreement; (iv) the Indenture, dated as of October 30, 2013, among the Issuers, the Company, and Wells Fargo Bank, National Association, as Trustee, as amended by the First Supplemental Indenture, dated as of March 28, 2016, among the Issuers, the Company, and Wells Fargo Bank, National Association, as Trustee, and the Twelfth Supplemental Indenture, which is anticipated to be dated on or about November 22, 2023 and entered into by the