Exhibit 5.1

 

May 6, 2026

 

Holley Inc.

1A Burton Hills Blvd, Suite 240

Nashville, TN 37215

 

Re:	Holley Inc. Registration on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to Holley Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-8 (the “Registration Statement”) of 5,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), for issuance and sale pursuant to the 2021 Omnibus Incentive Plan, as amended by the First Amendment (as amended, the “Plan”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K under the Securities Act.

 

In connection with such matters, we have examined originals or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion.

 

In expressing the opinion set forth below, we have assumed the genuineness of all signatures on all documents examined by us, the legal competency of the individuals signing any such documents, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.  We have also assumed that the offer and sale of the Shares will comply in all respects with the terms, conditions and restrictions set forth in the Plan.  As to other facts material to the opinions expressed herein, we have relied upon statements and representations of officers and other representatives of the Company and have assumed, without independent inquiry, the accuracy of those representations.

 

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the issuance of the Shares has been duly authorized and, when issued, delivered and paid for in accordance with the Plan, such Shares will be validly issued, fully paid and nonassessable.

 

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian partnership).

We are admitted to practice law in New York and our opinion expressed herein is limited solely to the General Corporation Law of the State of Delaware, and we express no opinion herein concerning the laws of any other jurisdiction.

 

This opinion letter has been prepared for use in connection with the Registration Statement. The opinion and statements expressed herein are as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in applicable law which may hereafter occur.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not 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 Commission issued thereunder.

 

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