Exhibit 5.1
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January 7, 2021 Playtika Holding Corp. c/o Playtika Ltd. HaChoshlim St 8 Herzliya Pituarch, Israel | | Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan | | Moscow Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Silicon Valley Singapore Tokyo Washington, D.C. |
Re: Registration Statement No. 333-251484; 79,925,000 shares of common stock of Playtika Holding Corp.,
Ladies and Gentlemen:
We have acted as special counsel to Playtika Holding Corp., a Delaware corporation (the “Company”), in connection with the proposed registration of up to 79,925,000 shares (the “Shares”) of common stock of the Company, par value $0.01 per share, which include up to 21,700,000 shares of common stock to be issued and sold by the Company (the “Company Shares”) and up to 58,225,000 shares of common stock to be sold by that certain selling stockholder named in the Registration Statement (defined below) (the “Stockholder Shares”). The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on December 18, 2020 (Registration No. 333-251484) (as amended, the “Registration Statement”). The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, (i) when the Company Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances