Exhibit 5.1
LETTERHEAD OF BGC PARTNERS, INC.
August 12, 2022
BGC Partners, Inc.
499 Park Avenue
New York, NY I 0022
| Re: | BGC Partners, Inc.; Registration Statement on Form S-3 (Registration No. 333-253987) filed on March 8, 2021, as Amended on July 7, 2022 |
Ladies and Gentlemen:
I am the Executive Vice President and General Counsel of BGC Partners, Inc. (the Company). In connection with the Controlled Equity OfferingSM Sales Agreement, dated August 12, 2022 (the Sales Agreement), entered into between the Company and Cantor Fitzgerald & Co., pursuant to which the Company may offer and sell up to $300,000,000 of shares (the Shares) of the Companys Class A common stock, par value $0.01 per share (the Class A Common Stock), under the Companys above-referenced Registration Statement on Form S-3 (Registration No. 333-253987) (the Registration Statement) from time to time through Cantor Fitzgerald & Co., as the Companys sales agent under the Sales Agreement, as described in the prospectus dated August 12, 2022 (the Prospectus), filed with the Securities and Exchange Commission (the SEC), you have requested my opinion with respect to the matters set forth below.
For the purposes of this opinion letter, I, or attorneys working under my direction (collectively, we), have examined the Registration Statement, the Prospectus, the Sales Agreement and the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments, including the Restated Certificate of lncorporation and the Amended and Restated Bylaws of the Company, and have made such other investigations as we have deemed relevant and necessary in connection with the opinions set forth below. As to questions of fact material to this opinion letter, we have relied, upon oral and written representations and certificates of officers of the Company.
In making such examination and rendering the opinions set forth below, we have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to us as originals, that all documents submitted to us as copies are true and correct copies of the originals, the authenticity of the originals of such documents submitted to us as copies, and the legal capacity of all individuals executing any of the foregoing documents.
We have assumed that the Shares will be sold in all events for cash consideration per Share equal to or greater than the par value of the Class A Common Stock. We have also assumed that the Shares will be duly authenticated by the transfer agent and registrar for the Class A Common Stock. We have further assumed that any certificates evidencing the Shares to be issued will be manually signed by one of the authorized officers of the transfer agent and registrar for the Class A Common Stock, registered by such transfer agent and registrar and conform to the specimen Class A Common Stock certificate examined by us evidencing the Shares.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that, when the Shares have been issued, delivered and paid for in the manner contemplated by and upon the terms and conditions set forth in the Registration Statement, the Prospectus, and the Sales Agreement, the Shares will be validly issued, fully paid and non-assessable.
I am a member of the bar of the State of New York, and I do not express any opinion herein concerning any law other than the laws of the State of New York and the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Shares pursuant to the Sales Agreement, which Form 8-K will be incorporated by reference into the Registration Statement and the Prospectus.
I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and the use of my name under the caption Legal Matters in the Prospectus. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act, and the rules and regulations of the SEC promulgated thereunder.
| Very truly yours, |
| /s/ Stephen M. Merkel |
| Stephen M. Merkel |
| Executive Vice President and General Counsel |
[Exhibit 5.1 Legal Opinion for August 2022 BGC Controlled Equity OfferingSM]