Exhibit 5.1

 

		555 Eleventh Street, N.W., Suite 1000
		Washington, D.C. 20004-1304
		Tel: +1.202.637.2200 Fax: +1.202.637.2201
		www.lw.com
		FIRM / AFFILIATE OFFICES
		Austin		Milan
		Beijing		Munich
		Boston		New York
		Brussels		Orange County
		Chicago		Paris
September 30, 2026		Dubai		Riyadh
		Düsseldorf		San Diego
		Frankfurt		San Francisco
		Hamburg		Seoul
		Hong Kong		Silicon Valley
		Houston		Singapore
Beasley Broadcast Group, Inc.		London		Tel Aviv
3033 Riviera Drive		Los Angeles		Tokyo
Suite 200		Madrid		Washington, D.C.

Naples, Florida 34103

 

Re:	Registration Statement on Form S-3 (No. 333-295967)

200,000 shares of Class A Common Stock, $0.001 par value per share, and pre-funded warrants to purchase 157,000 shares of Class A Common Stock

To the addressee set forth above:

We have acted as special counsel to Beasley Broadcast Group, Inc., a Delaware corporation (the “Company”), in connection with the offering of 200,000 shares of Class A Common Stock of the Company, par value $0.001 per share (the “Shares”), and pre-funded warrants to purchase 157,000 shares of Class A Common Stock (the “Pre-Funded Warrants”). The offering of the Shares and Pre-Funded Warrants was made under a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 15, 2026 (Registration No. 333-282809) (as amended, the “Registration Statement”) and pursuant to a base prospectus dated June 4, 2026 (the “Base Prospectus”) and a prospectus supplement dated September 28, 2026 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). The Shares and the Pre-Funded Warrants are being sold pursuant to a securities purchase agreement, dated September 28, 2026 (the “Purchase Agreement”), between the Company and the purchaser named therein.

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issuance of the Shares, the Pre-Funded Shares and the Warrant Shares (as defined below).

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

September 30, 2026

Page 2

 

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

 

1.

When the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchaser, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Purchase Agreement, the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.

 

2.

When the Pre-Funded Warrants have been duly issued by the Company against payment therefor in the circumstances contemplated by Purchase Agreement, the issue and sale of the Pre-Funded Warrants will have been duly authorized by all necessary corporate action of the Company, and the Pre-Funded Warrants will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

3.

When the shares of Common Stock initially issuable upon exercise of the Pre-Funded Warrants (the “Warrant Shares”) shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the Pre-Funded Warrant holder, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Pre-Funded Warrants, the issue of the Warrant Shares will have been duly authorized by all necessary corporate action of the Company and the Warrant Shares will be validly issued, fully paid and non-assessable.

In rendering the foregoing opinions, we have assumed that (i) the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL and (ii) upon the issue of any of the Warrant Shares, the total number of shares of Class A Common Stock issued and outstanding will not exceed the total number of shares of Class A Common Stock that the Company is then authorized to issue under its Certificate of Incorporation and by the Board of Directors of the Company in connection with the offering contemplated by the Registration Statement and the Prospectus.

With your consent, we have assumed that the status of the Pre-Funded Warrants as legally valid and binding obligations of the Company is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K dated September 30, 2026 and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.