Exhibit 5.1

 

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ORRICK, HERRINGTON & SUTCLIFFE LLP

THE ORRICK BUILDING

405 HOWARD STREET

SAN FRANCISCO, CALIFORNIA 94105-2669

 

tel +1-415-773-5700

fax +1-415-773-5759

 

WWW.ORRICK.COM

October 21, 2013

Marcus & Millichap, Inc.

23975 Park Sorrento, Suite 400

Calabasas, California 91302

 

Re: Marcus & Millichap, Inc.

Registration Statement on Form S-1 (File No. 333-191316)

Ladies and Gentlemen:

We are acting as counsel for Marcus & Millichap, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-1 filed by the Company with the Securities and Exchange Commission (the “Commission”) on September 23, 2013 (File No. 333-191316), as amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed sale by (i) the Company of up to 4,173,413 shares of common stock, par value $0.0001 per share (the “Common Stock”), including up to 900,000 shares issuable upon exercise of an option granted by the Company, and (ii) the sale by certain stockholders of the Company of up to 2,726,587 shares of Common Stock (together, the “Shares”). We understand that the Shares are to be sold to the underwriters for resale to the public as described in the Registration Statement and pursuant to an underwriting agreement, substantially in the form filed as an exhibit to the Registration Statement, to be entered into by and among the Company, the Selling Stockholders (as defined therein) and the underwriters (the “Underwriting Agreement”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the General Rules and Regulations under the Securities Act of 1933 (the “Act”).

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the form of the Contribution Agreement to be entered into by and between the Company, Marcus & Millichap Real Estate Investment Services, Inc. (“MMREIS”) and the shareholders MMREIS (the “Contribution Agreement”), pursuant to which shares of Common Stock of the Company are to be issued by the Company to the shareholders of MMREIS in exchange for their shares in MMREIS prior to the execution of the Underwriting Agreement; (iii) the Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on June 4, 2013 (the “Certificate of Incorporation”); (iv) the By-laws of the Company (the “By-laws”), as in effect as


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Marcus & Millichap, Inc.

October 21, 2013

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of the date hereof; (v) a specimen certificate representing the Common Stock; and (vi) certain resolutions of the Board of Directors of the Company relating to the Contribution Agreement and the issuance of shares of Common Stock pursuant thereto and related matters. We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth below.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and deliver