Exhibit 5.1
June 10, 2024
Forward Air Corporation
1915 Snapps Ferry Road, Building N
Greeneville, Tennessee 37745
| Re: | Forward Air Corporation Registration Statement on Form S-1 | ||||
Ladies and Gentlemen:
We have acted as counsel to Forward Air Corporation, a Tennessee corporation (the “Company”), in connection with the filing by the Company of a registration statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), including a related prospectus filed with the Registration Statement (the “Prospectus”). Capitalized terms herein not otherwise defined herein will have the meaning given to such terms in the Registration Statement and related Prospectus. The Registration Statement and related Prospectus cover the registration of up to 14,015,018 shares of Common Stock, par value $0.01 (“Common Stock”), comprised of (i) 5,135,008 shares of Common Stock on an as-exchanged basis, which consist of (x) 699,707 shares of Common Stock and (y) 4,435,301 shares of Common Stock issuable upon exchange of Clue Opco LLC’s Class B Units (“Opco Class B Units”), or its equivalent units in Omni Management Holdings, LLC (“Management Holdings”) as applicable, and corresponding shares of the Company’s Series B Preferred Units (the “Series B Preferred Units”) and (ii) 8,880,010 shares of Common Stock on an as-converted and as-exchanged basis, which consist of (x) 1,210,006 shares of Common Stock and (y) 7,670,004 shares of Common Stock issuable upon exchange of Opco Class B Units (or their equivalent units in Management Holdings as applicable) and corresponding Series B Preferred Units. We refer to the Opco Class B Units and Series B Preferred Units that are exchangeable into Common Stock as the “Convertible Securities” and the shares of Common Stock issuable upon exchange of the Convertible Securities as the “Exchange Shares”. We refer to the 699,707 shares of Common Stock and the 1,210,006 shares of Common Stock that have been issued as the “Issued Shares,” and together with the Exchange Shares, the “Shares”.
In rendering the opinions set forth below, we have reviewed such certificates, corporate and public records, agreements and instruments and other documents, and as of the date hereof, as we have deemed appropriate as a basis for the opinions expressed below. In all such examinations we have assumed the genuineness of all signatures, the authenticity of all documents, agreements and instruments submitted to us as originals, the conformity to original documents, agreements and instruments of all documents, agreements and instruments submitted to us as copies or specimens, the authenticity of the originals of such documents, agreements and instruments submitted to us as copies or specimens, the conformity of the text of each document filed with the Commission through the Commission’s Electronic Data Gathering, Analysis and Retrieval System to the printed document reviewed by us, the accuracy of the matters set forth in the documents, agreements and instruments we reviewed, and that such documents, agreements and instruments evidence the entire understanding between the parties thereto and have not been amended, modified or supplemented in any manner material to the opinions expressed herein. As to matters of fact relevant to the opinions expressed herein, we have relied upon, and assumed the accuracy of, the representations and warranties contained in the Registration Statement, and we have relied upon certificates and oral or written statements and other information obtained from the Company, the other parties to the transaction referenced herein, and public officials. Except as expressly set forth herein, we have not undertaken any independent investigation (including, without limitation, conducting any review, search or investigation of any public files, records or dockets) to determine the existence or absence of the facts that are material to our opinions, and no inference as to our knowledge concerning such facts should be drawn from our reliance on the representations of the Company and others in connection with the preparation and delivery of this letter.