EX-5.1 2 ea023731902ex5-1_gcmgros.htm OPINION OF LATHAM & WATKINS LLP

Exhibit 5.1

 

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April 15, 2025

 

GCM Grosvenor Inc.

900 North Michigan Avenue, Suite 1100

Chicago, IL 60611

 

Re: Registration Statement on Form S-3 (No. 333-265278)

 

To the addressee set forth above:

 

We have acted as special counsel to GCM Grosvenor Inc., Inc., a Delaware corporation (the “Company”), in connection with the issuance of 3,752,965 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”). The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on May 27, 2022 (Registration No. 333-265278) (as amended, the “Registration Statement”) and were offered pursuant to a base prospectus dated July 29, 2022 (the “Base Prospectus”) and a prospectus supplement dated April 14, 2025 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). The Shares are being sold pursuant to a share purchase agreement dated April 14, 2025 between the Company and the purchaser named therein (the “Purchase Agreement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

 

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares are duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and are issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Purchase Agreement, the issue and sale of the Shares will be duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

 

 

 

 

April 15, 2025

Page 2

 

 

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K dated April 15, 2025 and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

  Sincerely,
   
  /s/ Latham & Watkins LLP