Boardroom Alpha
8-K primary document
BBGI · Current Report (Form 8-K) · Filed June 12, 2026

Beasley Broadcast Group Inc8-K exhibit

d92696dex51.htm
EX-5.1

Exhibit 5.1

[Latham & Watkins Letterhead]

June 12, 2026

Beasley Broadcast Group, Inc.

3033 Riviera Drive

Suite 200 

Naples, Florida 34103

 

Re:

Registration Statement on Form S-3 (No. 333-295967)

Up to $5,235,810 of shares of Class A Common Stock, $0.001 par value per share

To the addressee set forth above:

We have acted as special counsel to Beasley Broadcast Group, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance from time to time of shares of Class A Common Stock of the Company, $0.001 par value per share (the “Common Stock”), having an aggregate offering price of up to $5,235,810 (the “Shares”), by the Company pursuant to the Equity Distribution Agreement, dated as of June 12, 2026 (the “Distribution Agreement”), between the Company and Noble Capital Markets, Inc. The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 15, 2026 (Registration No. 333-282809) (as amended, the “Registration Statement”) and are being offered pursuant to a base prospectus dated June 4, 2026 (the “Base Prospectus”) and a prospectus supplement dated June 12, 2026 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”).

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 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 Distribution Agreement, the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly


June 12, 2026

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issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that (i) the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL and (ii) upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its Certificate of Incorporation.

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 June 12, 2026 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

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