Exhibit 5.1

 

		1271 Avenue of the Americas
		New York, New York 10020-1401
		Tel: +1.212.906.1200 Fax: +1.212.751.4864
		www.lw.com
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Mister Car Wash, Inc.

222 E 5^th St.

Tucson, Arizona 85705

 

Re:

Registration Statement on Form S-8; 70,540,915 shares of common stock of Mister Car Wash, Inc., $0.01 par value per share

Ladies and Gentlemen:

We have acted as special counsel to Mister Car Wash, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 70,540,915 shares (the “Shares”) of common stock of the Company, $0.01 par value per share, which may become issuable under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”), the 2014 Stock Option Plan of Hotshine Holdings, Inc. (the “2014 Plan”) and the Hotshine Holdings, Inc. 2014 Rollover Option Plan (the “Rollover Plan”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 25, 2021 (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 the 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.

June 25, 2021

Page 2

 

 

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 recipients and have been issued by the Company for legal consideration of not less than par value in the circumstances contemplated by the 2021 Plan, the 2021 ESPP, the 2014 Plan and the Rollover Plan, assuming in each case that the individual issuances, grants or awards under the 2021 Plan, 2021 ESPP, the 2014 Plan and the Rollover Plan are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the 2021 Plan, the 2021 ESPP, the 2014 Plan and the Rollover Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), 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 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. 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.