Attached files
| file | filename |
|---|---|
| 8-K - Maidenform Brands, Inc. | v177093_8-k.htm |
| EX-1.1 - Maidenform Brands, Inc. | v177093_ex1-1.htm |
| EX-99.2 - Maidenform Brands, Inc. | v177093_ex99-2.htm |
| EX-99.1 - Maidenform Brands, Inc. | v177093_ex99-1.htm |
 |
Proskauer
Rose LLP 1585 Broadway New York, NY
10036-8299
|
March 12,
2010
Maidenform
Brands, Inc.
485F US
Hwy 1 South
Iselin,
NJ 08830
Ladies
and Gentlemen:
We are
acting as counsel to Maidenform Brands, Inc., a Delaware corporation (the
“Company”), and issue this opinion in connection with a Prospectus Supplement,
dated March 11, 2010 (the “Prospectus Supplement”), to a Registration Statement
on Form S-3, Registration No. 333-145002 (the “Registration Statement”),
filed by the Company with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”), relating to a public offering of 3,187,351 shares of common stock of the
Company, par value $0.01 per share (the “Common Stock”) held by Ares Corporate
Opportunities Fund, L.P., an affiliate of Ares Management LLC (the “Selling
Stockholder”), pursuant to an underwriting agreement, dated March 11, 2010, by
and among the Company, Barclays Capital Inc. (the “Underwriter”), and the
Selling Stockholder (the “Underwriting Agreement”). The Underwriting
Agreement will be filed as an exhibit to a Current Report on Form 8-K and
incorporated by reference into the Registration Statement.
The
Selling Stockholder’s shares were originally issued to the Selling Stockholder
pursuant to the terms of the Agreement and Plan of Merger, dated as of March 16,
2004 (the “Merger Agreement”), by and among the Company, Maidenform, Inc., MF
Merger Corporation and Ares Corporate Opportunities Fund, L.P.
In
connection with the rendering of this opinion, we have examined originals or
copies of such documents, corporate records and other instruments as we have
deemed relevant, including, without limitation: (i) the certificate of
incorporation of the Company, as amended to date; (ii) the by-laws of the
Company, as amended to date; (iii) the resolutions of the Board of Directors of
the Company dated February 22, 2010 relating to the Underwriting agreement and
the transactions contemplated thereunder; (iv) the Merger Agreement, (v) the
Registration Statement, together with the exhibits filed as a part thereof, (vi)
the Prospectus Supplement and (vii) the Underwriting Agreement.
We have
made such examination of law as we have deemed necessary to express the opinion
contained herein. As to matters of fact relevant to this opinion, we
have relied upon, and assumed without independent verification, the accuracy of
certificates of public officials and officers of the Company. We have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as
certified, facsimile or photostatic copies, and the authenticity of the
originals of such copies.
Boca Raton
| Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York |
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March 12,
2010
Page
2
Based
upon the foregoing, and subject to the limitations, qualifications, exceptions
and assumptions expressed herein, it is our opinion that, assuming no change in
the applicable law or pertinent facts, the shares of Common Stock were duly
authorized when issued, and were validly issued, fully paid and
non-assessable.
This
opinion is limited in all respects to the General Corporation Law of the State
of Delaware, and we express no opinion as to the laws, statutes, rules or
regulations of any other jurisdiction.
We hereby
consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s
Form 8-K (and its incorporation by reference into the Registration Statement)
and to the reference to our firm under the caption “Legal Matters” contained in
the Prospectus Supplement. In giving the foregoing consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act, or the rules and regulations of the Securities
and Exchange Commission promulgated thereunder.
This
opinion letter is rendered as of the date first written above and we disclaim
any obligation to advise you of facts, circumstances, events or developments
that hereafter may be brought to our attention and that may alter, affect or
modify the opinion expressed herein. Our opinion is expressly limited
to the matters set forth above and we render no opinion, whether by implication
or otherwise, as to any other matters relating to the Company, the Selling
Stockholder or the shares of Common Stock.
Very
truly yours,
/s/
Proskauer Rose LLP
PROSKAUER
ROSE LLP