EX-5.1 2 d369140dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

ONE MANHATTAN WEST

NEW YORK, NY 10001

(212) 735-3000

October 5 2022                        

FaZe Holdings Inc.

720 N. Cahuenga Blvd.

Los Angeles, California 90038

Re: FaZe Holdings Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special United States counsel to FaZe Holdings Inc., a Delaware corporation (the “Company”), in connection with its filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 (the “Securities Act”) on the date hereof. The Registration Statement relates to the registration by the Company of (i) 12,358,689 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company, reserved for issuance pursuant to awards that may be granted under the FaZe Holdings Inc. 2022 Omnibus Incentive Plan (the “OIP”), (ii) 1,791,416 shares of Common Stock reserved for purchase under the FaZe Holdings Inc. 2022 Employee Stock Purchase Plan (the “ESPP”), (iii) 9,767,646 shares of Common Stock issuable upon the exercise of stock options originally granted under the FaZe Clan Inc. (“Legacy FaZe”) Amended and Restated 2019 Stock Incentive Plan (the “Legacy FaZe Plan”), and (iv) 391,646 shares of Common Stock subject to restricted stock awards originally granted under the Legacy FaZe Plan (collectively, the “Shares”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering the opinions stated herein, we have examined and relied upon the following:

 

  (a)

the Registration Statement;

 

  (b)

a copy of the OIP;

 

  (c)

a copy of the ESPP;

 

  (d)

a copy of the Legacy FaZe Plan;

 

  (e)

an executed copy of a certificate of Tamara Brandt, Chief Legal Officer and Secretary of the Company, as of the date hereof (the “Secretary’s Certificate”);

 

  (f)

a copy of the Company’s Second Amended and Restated Certificate of Incorporation as in effect as of the date hereof, certified by the Secretary of State of the State of Delaware as of the date hereof, and certified pursuant to the Secretary’s Certificate;

 

  (g)

a copy of Legacy FaZe’s Amended and Restated Certificate of Incorporation as in effect as of the date of the adoption of the Legacy FaZe Plan, certified pursuant to the Secretary’s Certificate;

 

  (h)

a copy of the Company’s Bylaws, as in effect as of the date hereof, and certified pursuant to the Secretary’s Certificate;

 

  (i)

a copy of Legacy FaZe’s Bylaws, as in effect as of the date of the adoption of the Legacy FaZe Plan, certified pursuant to the Secretary’s Certificate;

 

  (j)

a copy of certain resolutions of the Board of Directors of the Company adopted on July 19, 2022, certified pursuant to the Secretary’s Certificate;

  (k)

a copy of certain resolutions of the Board of Directors of Legacy FaZe, adopted on August 23, 2019, as in effect as of the date of the adoption of the Legacy FaZe Plan, certified pursuant to the Secretary’s Certificate; and

 

  (l)

a certificate, dated October 5, 2022, from the Secretary of State of the State of Delaware with respect to the Company’s existence and good standing in the State of Delaware.

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 opinions stated below, including the facts and conclusions set forth in the Secretary’s Certificate.

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. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. 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 in the Secretary’s Certificate.

In rendering the opinions stated herein, we have also assumed that (i) an appropriate account statement evidencing Shares credited to an eligible individual’s account maintained with the Company’s transfer agent has been or will be issued by the Company’s transfer agent, (ii) the issuance of Shares have been or will be properly recorded in the books and records of the Company and (iii) each award agreement pursuant to which rights to acquire the Shares or other awards were granted pursuant to the OIP were or will be consistent with the OIP and the applicable form of award agreement and were or will be duly authorized, executed and delivered by the parties thereto, (iv) the consideration received by the Company for the Shares delivered pursuant to the OIP, ESPP and Legacy FaZe Plan, as applicable, shall not be less than the per share par value of the Shares and (v) the issuance of the Shares did not or will 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 Company’s Certificate of Incorporation or Bylaws).

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”).

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and when the Shares are issued to the eligible individuals in accordance with the terms and conditions of the OIP, ESPP and Legacy FaZe Plan, as applicable, and the applicable award agreement for consideration in an amount at least equal to the par value of such Shares, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. We also hereby consent to the filing of this opinion with the Commission as an exhibit to 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 of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

 

Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP

LKB