Exhibit 5.1

 
 
601 Lexington Avenue
New York, NY 10022
United States

+1 212 446 4800

www.kirkland.com
Facsimile:
+1 212 446 4900

July 18, 2025
 
BRC Inc.
1144 S. 500 W
Salt Lake City, UT 84101
 
Re: Public Offering of BRC Inc.
 
Ladies and Gentlemen:
 
We are acting as special counsel to BRC Inc., a Delaware public benefit corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of 28,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and up to an additional 4,200,000 shares of Common Stock (together with the Firm Shares, the “Shares”). The Shares have been sold to D.A. Davidson & Co. (the “Underwriter”), pursuant to that certain Underwriting Agreement, dated as of July 16, 2025 (the “Underwriting Agreement”), by and between the Company and the Underwriter.

The Shares were offered and sold by the Company under a registration statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”) on March 21, 2023 (Registration No. 333-270727) (the “Registration Statement”), including a base prospectus dated March 30, 2023 (the “Base Prospectus”), as supplemented by a prospectus supplement dated July 16, 2025 (together with the Base Prospectus, the “Prospectus”).

In connection therewith, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments we have deemed necessary for the purposes of this opinion, including (i) the Registration Statement, (ii) the Underwriting Agreement, (iii) the corporate and organizational documents of the Company, including the Amended and Restated Certificate of Incorporation of the Company, as amended, as certified by the Secretary of State of the State of Delaware, (iv) the Amended and Restated By-laws of the Company, as certified by the Secretary of the Company and (v) resolutions of the board of directors of the Company.
 
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For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of the officers and other representatives of the Company, or documents delivered to us by the Company, and the statements and representations of officers and other representatives of the Company as to the authenticity and completeness of such documents. We have also made other assumptions, which we believe to be appropriate for the purposes of this opinion.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the Shares have been duly authorized and are validly issued, fully paid and nonassessable.

Our opinion expressed above is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law or judicially developed doctrine in this area (such as substantive consolidation or equitable subordination) affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing, (iv) public policy considerations which may limit the rights of parties to obtain certain remedies, (v) any requirement that a claim with respect to any security denominated in other than U.S. dollars (or a judgment denominated in other than U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined in accordance with applicable law, (vi) governmental authority to limit, delay or prohibit the making of payments outside of the United States or in a foreign currency or currency unit and (vii) any laws except the General Corporation Law of the State of Delaware (the “DGCL”). We advise you that issues addressed by this opinion may be governed in whole or in part by other laws, but we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually govern.

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance of the Shares.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the DGCL be changed by legislative action, judicial decision or otherwise.
 


We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Company’s Current Report on Form 8-K and to its incorporation by reference into the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
 
This opinion is furnished to you in connection with the filing of the Company’s Current Report on Form 8-K, which is incorporated by reference into the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.

 
Sincerely,
   
 
/s/ KIRKLAND & ELLIS LLP
   
 
KIRKLAND & ELLIS LLP