Exhibit 5.1



200 Clarendon Street

Boston, Massachusetts 02116

Tel: +1.617.948.6000 Fax: +1.617.948.6001


  Austin Moscow
  Beijing Munich
  Boston New York
  Brussels Orange County
  Century City Paris
  Chicago Riyadh
February 3, 2022 Dubai San Diego
  Düsseldorf San Francisco
  Frankfurt Seoul
  Hamburg Shanghai
  Hong Kong Silicon Valley
  Houston Singapore
  London Tel Aviv
  Los Angeles Tokyo
P3 Health Partners Inc. Madrid Washington, D.C.
2370 Corporate Circle, Suite 300



Henderson, NV 89074


Re:Registration Statement on Form S-8; 17,052,267 shares of P3 Health Partners Inc. Class A Common Stock, $0.0001 par value per share


To the addressee set forth above:


We have acted as special counsel to P3 Health Partners Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance by the Company of up to 17,052,267 shares of Class A Common Stock of the Company, $0.0001 par value per share (the “Shares”), issuable under the P3 Health Partners Inc. 2021 Incentive Award Plan (the “2021 Plan”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 3, 2022 (the “Registration Statement”). 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 related prospectus, other than as expressly stated herein with respect to the issue of the Shares.


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 and we express no opinion with respect to any other laws.





February 3, 2022

Page 2




Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, 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 purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the 2021 Plan, assuming in each case that the individual grants or awards under the 2021 Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the 2021 Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue 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. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.


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 Registration Statement. 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.


 /s/ Latham & Watkins LLP