Attached files
| file | filename |
|---|---|
| 8-K - STANDARD MOTOR PRODUCTS, INC. | v164707_8k.htm |
| EX-1.1 - STANDARD MOTOR PRODUCTS, INC. | v164707_ex1-1.htm |
Exhibit
5.1
November
3, 2009
The Board
of Directors of
Standard
Motor Products, Inc.
37-18
Northern Boulevard
Long
Island City, New York 11101
(718)
392-0200
Ladies
and Gentlemen:
We have
acted as counsel to Standard Motor Products, Inc., a New York corporation (the
"Company"), in connection with the proposed public offering of 3,000,000 shares
(the “Firm Shares”) of common stock, par value $2.00 per share, of the Company
(the "Common Stock") and up to an additional 450,000 shares (the “Option
Shares”) of Common Stock subject to an option granted to the several
underwriters of such public offering. The Firm Shares and the Option
Shares are hereinafter referred to as the “Shares.” The Company has
filed a Registration Statement on Form S-3 (File No. 333-161101), as amended
(the “Registration Statement”), relating to the public offering of the Shares,
as amended and supplemented by a Preliminary Prospectus Supplement, dated
October 27, 2009 and a Final Prospectus Supplement, both as filed with the
Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the
Securities Act of 1933. As such counsel, you have requested our
opinion as to the matters described herein relating to the Shares.
We have
examined and relied upon: the Restated Certificate of Incorporation and Restated
By-Laws of the Company, in each case as amended and restated through the date
hereof; minutes of the corporate proceedings of the Company through the date
hereof, in each case as made available to us by officers of the Company; an
executed copy of the Registration Statement, as amended to date, the Preliminary
Prospectus Supplement and the Final Prospectus Supplement, each in the form
filed with the SEC; and such matters of law deemed necessary by us in order to
deliver this opinion. In the course of our examination, we have assumed the
genuineness of all signatures, the authenticity of all originals, the conformity
to originals of all copies, and the authenticity of the originals of such
copies. As to certain factual matters, we have relied upon
information furnished to us by officers of the Company.
Based
upon and subject to the foregoing, we are of the opinion that:
The
Shares have been duly authorized and when issued, paid for and delivered as
contemplated by the Registration Statement, the Preliminary Prospectus
Supplement and the Final Prospectus Supplement will be duly authorized, validly
issued, fully paid and non-assessable.
We hereby
consent to the filing of this letter as an exhibit to the Registration Statement
and to the reference to it in the prospectus included therein under the caption
"Legal Matters" and to the references to it in each of the Preliminary
Prospectus Supplement and the Final Prospectus Supplement under the caption
“Validity of Common Stock”.
This
opinion is rendered solely to you in connection with the above matter. This
opinion may not be relied upon by you for any other purposes or relied upon by
or furnished to any other person without our prior written consent. We have no
obligation to update this opinion for events or changes in law or fact occurring
after the date hereof.
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Very
truly yours,
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KELLEY
DRYE & WARREN LLP
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|
/s/
Kelley Drye & Warren LLP
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