|GREENSKY, INC. filed this Form S-8 on 11/09/2018|
November 9, 2018
5565 Glenridge Connector, Suite 700
Atlanta, Georgia 30324
Ladies and Gentlemen:
We have acted as counsel to GreenSky, Inc., a Delaware corporation (the Company), in connection with the filing with the Securities and Exchange Commission (the Commission) of a registration statement on Form S-8 (the Registration Statement) relating to the registration pursuant to the provisions of the Securities Act of 1933, as amended (the Securities Act), of 39,416,933 shares (the Shares) of the Companys Class A common stock, par value $0.01 per share (the Common Stock), including 24,000,000 shares of Common Stock for issuance pursuant to the GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan (the 2018 Incentive Compensation Plan) and 15,416,933 shares of Common Stock for issuance pursuant to outstanding equity awards under the GreenSky Holdings, LLC Equity Incentive Plan (the Equity Incentive Plan and, together with the 2018 Incentive Compensation Plan, the Plans). This opinion is being provided at your request for inclusion in the Registration Statement.
In rendering this opinion, we have examined the Registration Statement and copies of the Companys Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as certified to us by an officer of the Company. We also have reviewed minutes of proceedings of the Board of Directors of the Company relating to the issuance and sale of the Shares and such other documents as we have deemed necessary for purposes of this opinion. In such examinations, we have assumed the genuineness of all signatures on all original documents, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all copies submitted to us, the authenticity of the originals of documents submitted to us as copies and the due execution and delivery of all documents where due execution and delivery are prerequisite to the effectiveness thereof.
Based upon the foregoing examination, we are of the opinion that, subject to compliance with the pertinent provisions of the Securities Act and to compliance with such securities or Blue Sky laws of any jurisdiction as may be applicable, when the Shares have been issued against the payment of consideration therefor in accordance with the terms of the Plans, the Shares will be duly and validly issued, fully paid and non-assessable.
In expressing the opinions set forth above, we are not passing on the laws of any jurisdiction other than the General Corporation Law of the State of Delaware and the Federal law of the United States of America.