EX-5.1

Exhibit 5.1

LOGO


		Mayer Brown LLP 71 South Wacker Drive Chicago, IL 60606
		United States of America T: +1 312 782 0600 F: +1 312 701 7711 mayerbrown.com
December 1, 2023

Vestis Corporation 500 Colonial Center Parkway Suite 140 Roswell, Georgia 30076 Re: Vestis Corporation – Registration Statement on Form S-8 Relating to the Vestis Corporation Deferred Compensation Plan

Ladies and Gentlemen:

We have acted as counsel to Vestis Corporation, a Delaware corporation (the “Company”), in connection with its filing of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”) on the date hereof. The Registration Statement relates to $10 million of Deferred Compensation Obligations of the Company (the “Deferred Compensation Obligations”) pursuant to the Vestis Corporation Deferred Compensation Plan (the “Plan”).

We have examined all such corporate records of the Company, as well as made such investigation of matters of fact and law and examined such other documents as we have deemed necessary for rendering the opinion hereinafter expressed. In rendering this opinion, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies.

Based upon the foregoing, we are of the opinion, based upon our familiarity with the affairs of the Company and upon our examination of the law and pertinent documents, that the Deferred Compensation Obligations, when issued by the Company in accordance with the provisions of the Plan, will be valid and binding obligations of the Company, enforceable in accordance with the terms of the Plan, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights, and general principles of equity (regardless of whether considered in a proceeding in equity or at law).

In addition, the Plan is designed to be a top-hat plan for the purposes of providing deferred compensation for a select group of management or highly compensated employees within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The provisions of the written Plan comply with the ERISA provisions applicable to top-hat plans. We express no opinion as to whether the Plan is being operated by the Company as a top-hat plan under ERISA, or whether the employees that the Company has deemed eligible to participate in the Plan would constitute a select group of management or highly compensated employees.