Form 8-K Coca-Cola Consolidated, For: Jun 21
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[Letterhead of Moore & Van Allen PLLC]
June 21, 2022
Coca-Cola Consolidated, Inc.
4100 Coca-Cola Plaza
Charlotte, North Carolina 28211
Coca-Cola Consolidated, Inc. Registration Statement on Form S-3 under the Securities Act of 1933, as amended
Ladies and Gentlemen:
We have acted as counsel to Coca-Cola Consolidated, Inc., a Delaware corporation (the Company), in connection with the registration for resale under the Securities Act of 1933, as amended (the Securities Act), of up to an aggregate of 1,227,546 shares (the Shares) of the Companys Common Stock, par value $1.00 per share, by certain selling stockholders of the Company (the Selling Stockholders) identified in the Prospectus Supplement (as defined below), pursuant to the registration statement on Form S-3 (Registration No. 333-251358) (the Registration Statement) filed by the Company with the United States Securities and Exchange Commission (the SEC) under the Securities Act, and as described in the prospectus, dated December 15, 2020 (the Base Prospectus), and the prospectus supplement, dated June 21, 2022 (the Prospectus Supplement and, together with the Base Prospectus, the Prospectus). The Shares were issued to the Selling Stockholders upon the conversion on March 17, 2022 of an aggregate of 1,227,546 shares of the Companys Class B Common Stock on a one share for one share basis into shares of the Companys Common Stock. This opinion letter is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities 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 registration of the Shares.
In connection with this opinion letter, we have (i) investigated such questions of law; (ii) examined originals or copies, certified or otherwise identified to our satisfaction, of such agreements, instruments, documents and records of the Company (including, without limitation, the Registration Statement, the Prospectus, and the Restated Certificate of Incorporation, as amended, and the Amended and Restated By-laws of the Company), such certificates of public officials and such other documents; and (iii) received such information from officers and representatives of the Company and others, in each case, as we have deemed necessary or appropriate for the purposes of rendering the opinion hereafter expressed. In all such investigations and examinations and for the purposes of rendering the opinion hereafter expressed, we have assumed the legal capacity and competency of all natural persons executing documents and certificates submitted to us, the genuineness of all signatures, compliance with fiduciary duties, the authenticity of original and certified documents submitted to us, the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies and that any document or certificate upon which we have relied and which was given or dated earlier than the date of this opinion letter continues to remain accurate, insofar as relevant to the opinion contained herein, from such earlier date through and including the
Coca-Cola Consolidated, Inc.
June 21, 2022
date hereof. With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part, except to the extent otherwise expressly stated, and we express no opinion with respect to the accuracy of such assumptions or items relied upon.
Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares have been duly and validly authorized by the Company, have been validly issued and are fully paid and nonassessable.
The opinion expressed herein is limited to matters governed by the General Corporation Law of the State of Delaware, and no opinion is expressed with respect to such laws as subsequently amended, or any other laws, or any effect that such amended or other laws may have on the opinion expressed herein. The opinion expressed herein is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein. The opinion expressed herein is given as of the date hereof, and we undertake no obligation to advise you of any changes in applicable laws after the date hereof or of any facts that might change the opinion expressed herein that we may become aware of after the date hereof or for any other reason.
We hereby consent to the filing of this opinion letter as an exhibit to the Companys Current Report on Form 8-K being filed on the date hereof and the incorporation by reference of this opinion letter as an exhibit to the Registration Statement. We also hereby consent to the reference to this firm under the caption Legal Matters in the Prospectus Supplement. In giving such consent, we do not believe and do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.
Very truly yours,
/s/ MOORE & VAN ALLEN PLLC
MOORE & VAN ALLEN PLLC
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