EX-5.1 4 d394531dex51.htm OPINION OF BAKER & HOSTETLER LLP <![CDATA[Opinion of Baker & Hostetler LLP]]>

Exhibit 5.1

 

LOGO

August 13, 2012

Bloomin’ Brands, Inc.

2202 North West Shore Boulevard, Suite 500

Tampa, Florida 33607

Ladies and Gentlemen:

We have acted as counsel to Bloomin’ Brands, Inc., a Delaware corporation (the “Company”), with respect to the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission on or about August 13, 2012, in connection with the registration under the Securities Act of 1933, as amended (the “Act”), by the Company of 15,362,216 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company to be offered and sold pursuant to the Company’s 2007 Equity Incentive Plan and 2012 Incentive Award Plan (the “Plans”).

We have examined such documents and such matters of fact and law as we deem necessary to render the opinions contained herein. In our examination, we have assumed, but have not independently verified, the genuineness of all signatures, the conformity to original documents of all documents submitted to us as certified, facsimile or other copies, and the authenticity of all such documents. As to questions of fact material to this opinion, we have relied on certificates or comparable documents of public officials and of officers and representatives of the Company.

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares to be issued by the Company under the Plans, when issued and sold in accordance with the terms of the respective Plans, will be validly issued, fully paid and non-assessable.

The opinions expressed herein are limited to the General Corporation Law of the State of Delaware and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

We hereby consent to the filing of this letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are in 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/ Baker & Hostetler LLP