Exhibit 5.1
June 11, 2026
Sonida Senior Living, Inc.
14755 Preston Road, Suite 810
Dallas, Texas 75254
| Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
I am the Senior Vice President and Chief Legal Officer of Sonida Senior Living, Inc., a Delaware corporation (the “Company”). I refer to the Registration Statement on Form S-3 (the “Registration Statement”) being filed by the Company on the date hereof with the Securities and Exchange Commission (the “SEC”). The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of up to 17,109,184 shares (the “Selling Stockholder Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), that may be offered and sold from time to time by the selling stockholders named in the Registration Statement (collectively, the “Selling Stockholders”), consisting of (a) 16,077,934 shares of Common Stock held by the Selling Stockholders and (b) up to 1,031,250 shares of Common Stock issuable upon the exercise, at an exercise price of $40.00 per share, of warrants held by certain of the Selling Stockholders.
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
I have examined the Registration Statement, the exhibits thereto, the certificate of incorporation of the Company, as amended to the date hereof, the bylaws of the Company, as amended to the date hereof, and the resolutions adopted by the board of directors of the Company relating to the Registration Statement and the issuance by the Company of the Selling Stockholder Shares. I have also examined originals, or copies of originals certified to my satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as I have considered relevant and necessary as a basis for this opinion letter. I have assumed the authenticity of all documents submitted as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted for examination. As to facts relevant to the opinions expressed herein, I have relied without independent investigation or verification upon, and assumed the accuracy and completeness of certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.
Based on and subject to the foregoing and the other limitations, qualifications and assumptions set forth herein, I am of the opinion that the Selling Stockholder Shares are validly issued, fully paid and non-assessable.