Nexstar Media Group, Inc.
545 E. John Carpenter Freeway, Suite 700
Irving, Texas 75062
|
Re: |
Registration Statement on Form S-8 |
Ladies and Gentlemen:
We are issuing this opinion in our capacity as special legal counsel to Nexstar Media Group, Inc., a Delaware corporation (the “Company”), in connection with the proposed registration by the Company under the Securities Act of 1933, as amended (the “Act”), on a Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on June 23, 2026, of 3,058,400 shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”) of the Company, comprising (i) up to 2,895,450 shares of Common Stock reserved for issuance under the Nexstar Media Group, Inc. 2026 Long-Term Omnibus Incentive Plan (the “2026 Plan”) and (ii) up to 162,950 shares of Common Stock issuable pursuant to certain restricted stock unit awards granted pursuant to the TEGNA Inc. 2020 Omnibus Incentive Compensation Plan (the “TEGNA Plan” and, together with the 2026 Plan, the “Plans”) that were assumed by the Company in connection with the consummation of the merger on March 19, 2026 pursuant to the Agreement and Plan of Merger, dated as of August 18, 2025, by and among the Company, Teton Merger Sub, Inc. and TEGNA Inc.
For purposes of this letter, we have examined such documents, records, certificates, resolutions and other instruments deemed necessary as a basis for this opinion, and we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies.
We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.
Based upon and subject to the assumptions, qualifications and limitations identified in this opinion, we are of the opinion that the Shares have been duly authorized and, when (i) the Registration Statement related to the Shares becomes effective under the Act and (ii) the Shares have been duly issued in accordance with the terms and conditions of the applicable Plans and the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated Bylaws, the Shares will be validly issued, fully paid and non-assessable.
Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware.
We have relied without independent investigation upon, among other things, an assurance from the Company that the number of shares which the Company is authorized to issue in the Certificate of Incorporation exceeds the
