Attached files
| file | filename |
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| EX-1.1 - EXHIBIT 1.1 - Gannett Co., Inc. | nt10014115x2_ex1-1.htm |
| 8-K - 8-K - Gannett Co., Inc. | nt10014115x2_8k.htm |
Exhibit 5.1
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
August 6, 2020
Gannett Co., Inc.
7950 Jones Branch Drive
McLean, VA
| Re: |
Gannett Co., Inc.
Common Stock At-the-Market Offering Program |
Ladies and Gentlemen:
We have acted as special United States counsel to Gannett Co., Inc., a Delaware corporation (the “Company”), in connection with the Company’s sale of up to $50,000,000 aggregate offering price of shares (the “Securities”) of common stock
of the Company, par value $0.01 per share (the “Common Stock”), pursuant to the Open Market Sales Agreement, dated August 6, 2020, between Jefferies LLC, as agent and/or
principal (the “Agent”), and the Company (the “Sales
Agreement”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the
“Securities Act”).
In rendering the opinion stated herein, we have examined and relied upon the following:
(a) the registration statement on Form
S-3ASR (File No. 333-224158) of the Company relating to the Securities and other securities of the Company filed on April 5, 2018 with the Securities and Exchange Commission (the “Commission”)
under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), including the information deemed to be a part of the registration statement
pursuant to Rule 430B of the Rules and Regulations (such registration statement being hereinafter referred to as the “Registration Statement”);
(b) the prospectus, dated April 5, 2018
(the “Base Prospectus”), which forms a part of and is included in the Registration Statement;
Gannett Co., Inc.
August 6, 2020
Page 2
(c) the prospectus supplement, dated
August 6, 2020 (together with the Base Prospectus, the “Prospectus”) relating to the offering of the Securities, in the form filed with the Commission pursuant to Rule 424(b)
of the Rules and Regulations;
(d) an executed copy of the Sales
Agreement;
(e) an executed copy of a certificate of
Polly Sack, Senior Vice President, General Counsel and Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);
(f) a copy of the Company’s Amended and
Restated Certificate of Incorporation, as amended and in effect as of the date hereof (the “Certificate of Incorporation”), certified by the Secretary of State of the State
of Delaware as of August 5, 2020, and certified pursuant to the Secretary’s Certificate;
(g) a copy of the Company’s Amended and
Restated Bylaws, as amended and in effect as of the date hereof (the “Bylaws”) and certified pursuant to the Secretary’s Certificate; and
(h) a copy of certain resolutions of the
Board of Directors of the Company, adopted on July 29, 2020, and certified pursuant to the Secretary’s Certificate.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such
agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below,
including the facts and conclusions set forth in the Secretary’s Certificate and the factual representations and warranties contained in the Sales Agreement.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of
all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies and the authenticity of the originals
of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public
officials, including the facts and conclusions set forth in the Secretary’s Certificate and the factual representations and warranties contained in the Sales Agreement.
We have assumed that the issuance of the Securities does not violate or conflict with any agreement or instrument binding on the Company
(except that we do not make this assumption with respect to the Certificate of Incorporation, the Bylaws or those agreements or instruments expressed to be governed by New York law which are listed in Part II of the Registration Statement or the
Company's most recent Annual Report on Form 10-K).
We do not express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware
(the “DGCL”).
Gannett Co., Inc.
August 6, 2020
Page 3
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that, the Securities have
been duly authorized by all requisite corporate action on the part of the Company under the DGCL and when issued and sold in accordance with the Sales Agreement, will be validly issued, fully paid and nonassessable provided that the consideration
therefor is not less than $0.01 per share.
We hereby consent to the reference to our firm under the heading “Legal Matters” in the Prospectus. We also hereby consent to the filing of
this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. In giving this consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations.
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Very truly yours,
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/s/ Skadden, Arps, Slate, Meagher & Flom LLP
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MJS