EX-5.1 3 exhibit51followons-1opinion.htm EXHIBIT 5.1 Exhibit
Exhibit 5.1
 
 
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Orrick, Herrington & Sutcliffe LLP
1000 Marsh Road
Menlo Park, CA 94025-1015

+1 650 614 7400
orrick.com

July 29, 2019
Beyond Meat, Inc.
119 Standard Street
El Segundo, CA 90245
Re:
Registration Statement on Form S-1
Ladies and Gentlemen:
We are acting as counsel to Beyond Meat, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-1 filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 29, 2019, as amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed issuance and sale by the Company of 250,000 shares of common stock (the “Primary Shares”), par value $0.0001 per share (the “Common Stock”), and the proposed sale by the selling stockholders (the “Selling Stockholders”) identified in the Registration Statement of up to 3,487,500 shares of Common Stock (the “Secondary Shares” and, together with the Primary Shares, the “Shares”), 487,500 of which may be purchased by the underwriters pursuant to an option to purchase additional shares. We understand that the Shares are to be sold to the underwriters for resale to the public as described in the Registration Statement and pursuant to an underwriting agreement, substantially in the form filed as an exhibit to the Registration Statement, to be entered into by and among the Company and representatives of the underwriters named therein (the “Underwriting Agreement”).
In connection with rendering the opinion set forth below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of instruments, documents and records which we deemed relevant and necessary for the purpose of rendering our opinion set forth below. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures, (b) the conformity to the originals of all documents submitted to us as copies, (c) the representations of officers and employees are correct as to questions of fact, (d) the Registration Statement has been declared effective pursuant to the Securities Act, and (e) a pricing committee of the board of directors will have taken action necessary to set the sale price of the Shares.
Our opinion herein is limited to the General Corporation Law of the State of Delaware.

Beyond Meat, Inc.
July 29, 2019
Page 2

Based upon the foregoing, we are of the opinion that:
1.
the Shares to be issued and sold by the Company have been duly authorized and, when such Shares are issued and paid for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable;
2.
the Shares to be sold by the Selling Stockholders have been duly authorized by the Company and are validly issued, fully paid and non-assessable.
In rendering the foregoing opinion in paragraph 1, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.
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 promulgated thereunder, nor do we thereby admit that we are “experts” within the meaning of such term as used in the Securities Act with respect to any part of the Registration Statement, including this opinion letter as an exhibit or otherwise.
Very truly yours,
 
/S/ ORRICK, HERRINGTON & SUTCLIFFE LLP
 
 
ORRICK, HERRINGTON & SUTCLIFFE LLP