Exhibit 5.1
NEWMARK GROUP, INC.
August 25, 2023
Newmark Group, Inc.
125 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
I am the Executive Vice President and
Chief Legal Officer of Newmark Group, 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 U.S. Securities and Exchange Commission (the Commission) on the date hereof, relating to the registration under the Securities Act of 1933, as amended (the Securities Act), of the
offer and sale of up to 185,000,000 shares (the Shares) of Class A common stock, par value $0.01 per share (the Class A Common Stock), and Restricted Stock Units, with or without dividend
equivalents, and Other Stock-Based Awards, representing rights to acquire some or all of the Shares, pursuant to the Companys Long Term Incentive Plan (the Plan), you have requested my opinion with respect to the matters set
forth below.
For the purposes of this opinion letter, I, or attorneys working under my direction (collectively, we), have examined the
Registration Statement and the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments, including the Amended and Restated Certificate of Incorporation of the Company (the
Certificate of Incorporation), the Amended and Restated Bylaws of the Company (the Bylaws) and the Plan, and have made such other investigations as we have deemed relevant and necessary in connection with the
opinions set forth below. As to questions of fact material to this opinion letter, we have relied, with your approval, upon oral and written representations and certificates of officers and other representatives of the Company and certificates or
comparable documents of public officials.
In making such examination and rendering the opinions set forth below, we have assumed without verification the
genuineness of all signatures, the authenticity of all documents submitted to us as originals, that all documents submitted to us as certified copies are true and correct copies of such originals, the authenticity of the originals of such documents
submitted to us as certified copies, and the legal capacity of all individuals executing any of the foregoing documents.
We have also assumed that any
Shares to be offered and sold from time to time will be duly authorized and issued in accordance with the Certificate of Incorporation and the Bylaws, the authorizing resolutions of the Board of Directors of the Company or a committee thereof and
applicable law, and that any certificates evidencing such Shares will be duly executed and delivered, against receipt of the consideration approved by the Company, which will be no less than the par value of the Class A Common Stock on a per
share basis.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that, when the
Shares and any Restricted Stock Units and Other Stock-Based Awards sold have been issued, delivered and paid for in the manner contemplated by and upon the terms and conditions set forth in the Plan, the Shares will be validly issued, fully paid and
nonassessable, and the Restricted Stock Units and Other Stock-Based Awards will constitute valid and legally binding obligations of the Company.
I am a
member of the bar of the State of New York, and I do not express any opinion herein concerning any law other than the laws of the State of New York and the Delaware General Corporation Law (including the statutory provisions, all applicable
provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).