Attached files

file filename
S-1/A - S-1/A - Zevia PBCd115565ds1a.htm
EX-23.2 - EX-23.2 - Zevia PBCd115565dex232.htm
EX-23.1 - EX-23.1 - Zevia PBCd115565dex231.htm
EX-21.1 - EX-21.1 - Zevia PBCd115565dex211.htm
EX-10.12 - EX-10.12 - Zevia PBCd115565dex1012.htm
EX-10.5 - EX-10.5 - Zevia PBCd115565dex105.htm
EX-10.4 - EX-10.4 - Zevia PBCd115565dex104.htm
EX-10.2 - EX-10.2 - Zevia PBCd115565dex102.htm
EX-10.1 - EX-10.1 - Zevia PBCd115565dex101.htm
EX-3.2 - EX-3.2 - Zevia PBCd115565dex32.htm
EX-3.1 - EX-3.1 - Zevia PBCd115565dex31.htm

Exhibit 5.1

 

LOGO   

Gibson, Dunn & Crutcher LLP

 

200 Park Avenue

New York, NY 10166-0193

Tel 212.351.4000

www.gibsondunn.com

 

July 12, 2021

Zevia PBC

15821 Ventura Blvd., Suite 145

Encino, CA 91436

 

Re:

Zevia PBC

  

Registration Statement on Form S-1 (File No. 333-257378)

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-1, File No. 333-257378, as amended (the “Registration Statement”), of Zevia PBC, a Delaware public benefit corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 16,445,000 shares of the Company’s Class A common stock, par value $0.001 per share (the “Shares”).

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of specimen Common Stock certificates and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued against payment therefor as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, 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 of the Commission.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

 

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