July 29, 2026
Jersey Mike’s Subs Inc.
1 Commvault Way, S300
Tinton Falls, NJ 07724
To the Addressee Stated Above:
We have acted as counsel to Jersey Mike’s Subs Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S–8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by the Company of an aggregate of up to 27,124,121 shares (the “Shares”) of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”), consisting of: (i) up to 23,624,121 shares of Class A Common Stock that may be issued by the Company pursuant to the Jersey Mike’s Subs Inc. 2026 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) and (ii) up to 3,500,000 shares of Class A Common Stock that may be issued by the Company pursuant to the Jersey Mike’s Subs Inc. 2026 Employee Stock Purchase Plan (the “ESPP” and, together with the Omnibus Incentive Plan, the “Plans”).
We have examined the Registration Statement, a form of the Amended and Restated Certificate of Incorporation of the Company (the “Amended Certificate”) and the Plans, each of which has been filed with the Commission as an exhibit to the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.