Attached files
file | filename |
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S-1/A - FORM S-1/A - VIASYSTEMS GROUP INC | d70231a1sv1za.htm |
EX-23.2 - EX-23.2 - VIASYSTEMS GROUP INC | d70231a1exv23w2.htm |
EX-23.1 - EX-23.1 - VIASYSTEMS GROUP INC | d70231a1exv23w1.htm |
Exhibit 5.1
[Weil, Gotshal & Manges LLP letterhead]
February 5, 2010
Viasystems Group, Inc.
101 South Hanley Road, Suite 400
St. Louis, Missouri 63105
101 South Hanley Road, Suite 400
St. Louis, Missouri 63105
Ladies and Gentlemen:
We have acted as counsel to Viasystems Group, Inc., a Delaware corporation (the Company), in
connection with the preparation and filing with the Securities and Exchange Commission of the
Companys Registration Statement on Form S-1, File No. 333-164186 (as amended, the Registration
Statement), under the Securities Act of 1933, as amended (the Act), relating to the registration
of the sale by the parties listed as selling stockholders (the Selling Stockholders) in the
Registration Statement of an aggregate of up to 1,390,087 shares of common stock, par value $0.01
per share, (the Common Stock) of the Company (the Selling Stockholder Shares). The Selling
Stockholder Shares are to be delivered by Company to the Selling Stockholders and are being
registered pursuant to a Note Exchange Agreement, dated as of October 6, 2009 among the Company,
Maple Acquisition Corp. and the Selling Stockholders (the Note Exchange Agreement), which has
been filed as Exhibit 10.8 to the Companys Registration Statement No. 333-163040 on Form S-4 filed
on November 12, 2009 (the Merger Registration Statement) and incorporated by reference into the
Registration Statement.
In so acting, we have examined originals or copies (certified or otherwise identified to our
satisfaction) of (i) the form of the Third Amended and Restated Certificate of Incorporation of the
Company to be filed with the Secretary of State of the State of Delaware at the closing of the
merger contemplated by the Merger Registration Statement, filed as Exhibit 3.2 to the Merger
Registration Statement; (ii) the form of the Second Amended and Restated Bylaws of the Company to
be effective at the closing of the merger contemplated by the Merger Registration Statement, filed
as Exhibit 3.5 to the Merger Registration Statement; (iii) the Registration Statement; (iv) the
prospectus contained within the Registration Statement; (v) the Note Exchange Agreement; (vi) the
form of Common Stock Certificate of the Company and (vii) such corporate records,
Viasystems Group, Inc.
101 South Hanley Road, Suite 400
St. Louis, Missouri 63105
101 South Hanley Road, Suite 400
St. Louis, Missouri 63105
Page 2
agreements, documents and other instruments, and such certificates or comparable documents of
public officials and of officers and representatives of the Company, and have made such inquiries
of such officers and representatives, as we have deemed relevant and necessary as a basis for the
opinion hereinafter set forth.
In such examination, we have assumed the Third Amended and Restated Certificate of
Incorporation that will be filed with the Secretary of State of the State of Delaware will be
substantially identical to the form of the Third Amended and Restated Certificate of Incorporation
of the Company reviewed by us, the genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or photostatic copies, and the
authenticity of the originals of such latter documents. As to all questions of fact material to
this opinion that have not been independently established, we have relied upon certificates or
comparable documents of officers and representatives of the Company.
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion
that upon payment and delivery in accordance with the Note Exchange Agreement, the Selling
Stockholder Shares will be 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 our firm under the caption Legal Matters in the prospectus which is a part of
the Registration Statement.
Very truly yours, |
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/s/ Weil, Gotshal & Manges LLP | ||||