September 3, 2024 - EX-5.1 - S-1: General form of registration statement for all companies including face-amount certificate companies

Exhibit 5.1


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September 3, 2024

PACS Group, Inc.

262 N. University Ave.

Farmington, Utah 84025

Re: Registration Statement on Form S-1; Public Offering of up to 15,972,222

shares of Common Stock, par value $0.001 per share

To the addressees set forth above:

We have acted as special counsel to PACS Group, Inc., a Delaware corporation (the “Company”), in connection with the proposed registration of up to 15,972,222 shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), up to 13,194,444 of which may be sold by selling stockholders named in the Registration Statement. The Shares are included in a registration statement on Form S–1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on September 3, 2024 (as amended, the “Registration Statement”). The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement. 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 related 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, (i) when the Shares sold by the Company shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement, the issue and sale of the Shares by the Company will have been duly authorized by all necessary corporate action of the Company and such Shares will be validly issued, fully paid and nonassessable and (ii) any such


September 3, 2024
Page 2

Shares sold by selling stockholders named in the Registration Statement have been duly authorized by all necessary corporate action of the Company and are 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.

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 Registration Statement and to the reference to our firm in the prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Shares. 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

Form: S-1

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