Exhibit 5.1
February 24, 2022
OUTFRONT Media Inc.
405 Lexington Avenue
17th Floor
New York, New York 10174
Re: Registration Statement on
Form S-3
Ladies and Gentlemen:
We have served as Maryland counsel to OUTFRONT Media Inc., a Maryland corporation (the “Company”), in connection with certain matters of
Maryland law relating to the sale and issuance of shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having a maximum aggregate offering price of $232,528,589, in at-the-market offerings, covered by
the above-referenced Registration Statement, and all amendments related thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as
amended (the “1933 Act”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals,
or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement
and the related form of prospectus included therein in the form in which it was transmitted to the Commission under the 1933 Act;
2. The Prospectus Supplement,
dated February 24, 2022, in the form filed with the Commission under the 1933 Act;
3. The charter of the Company
(the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
4. The Amended and Restated
Bylaws of the Company (the “Bylaws”), certified as of the date hereof by an officer of the Company;
5. A certificate of the SDAT
as to the good standing of the Company, dated as of a recent date;
OUTFRONT Media Inc.
February 24, 2022
Page 2
6. The ATM Equity Offering
Sales Agreement, dated as of November 21, 2017 (the “Sales Agreement”), by and among the Company and BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC,
Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC;
7. Resolutions adopted by the
Board of Directors of the Company, and a duly authorized committee thereof, relating to, among other matters, (a) the authorization of the execution and delivery by the Company of the Sales Agreement and (b) the registration, sale and issuance of
the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;
8. A certificate executed by
an officer of the Company, dated as of the date hereof; and
9. Such other documents and
matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing
any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing
any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other
than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable
in accordance with all stated terms.
4. All Documents submitted to
us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents
submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations,
warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents,
by action or omission of the parties or otherwise.
OUTFRONT Media Inc.
February 24, 2022
Page 3
5. The Shares will not be
issued or transferred in violation of the restrictions on transfer and ownership of shares of stock of the Company set forth in Article VII of the Charter.
6. Upon the issuance of any
Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.
7. Prior to the issuance of
any of the Shares, the Executive Vice President and Chief Financial Officer, the Treasurer or the Executive Vice President and General Counsel of the Company will determine the price and certain other terms of issuance of such Shares in accordance
with the Resolutions (the “Corporate Proceedings”).
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a
corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares has been duly authorized and, when and if issued and delivered by the Company against payment therefor in accordance with the Registration Statement,
the Resolutions and the Corporate Proceedings, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any federal
law or the laws of any other state. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent
transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is
subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the
matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
OUTFRONT Media Inc.
February 24, 2022
Page 4
This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K
relating to the Shares (the “Current Report”). We hereby consent to the filing of this opinion as an exhibit to the Current Report and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the 1933 Act.
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Very truly yours,
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/s/ Venable LLP
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