July 18, 2025
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.
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
|