Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - Primo Water Corp | g22358a6sv1za.htm |
EX-23.1 - EX-23.1 - Primo Water Corp | g22358a6exv23w1.htm |
EX-23.2 - EX-23.2 - Primo Water Corp | g22358a6exv23w2.htm |
EX-16.1 - EX-16.1 - Primo Water Corp | g22358a6exv16w1.htm |
EXHIBIT 5.1
K&L Gates llp Hearst Tower, 47th Floor 214 North Tryon Street Charlotte, NC 28202 T 704.331.7400 www.klgates.com |
August 26, 2010
Primo Water Corporation
104 Cambridge Plaza Drive
Winston-Salem, North Carolina 27104
104 Cambridge Plaza Drive
Winston-Salem, North Carolina 27104
Ladies and Gentlemen:
We have acted as your counsel in connection with the Registration Statement on Form S-1 (File
No. 333-165452) (the Registration Statement) filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the Securities
Act), for the registration and sale of up to $92.0 million
of shares
(the Shares) of Common Stock, par value $0.01 per share, of Primo Water Corporation, a Delaware
corporation (the Company).
You have requested our opinion as to the matters set forth below in connection with the
Registration Statement. For purposes of rendering that opinion, we have examined the Registration
Statement, forms of the Fifth Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws of the Company which have been filed with the Commission as exhibits to the
Registration Statement, and the corporate action of the Company that provides for the issuance of
the Shares, and we have made such other investigation as we have deemed appropriate. We have
examined and relied upon certificates of public officials and also have made assumptions that are
customary in opinion letters of this kind. We have not verified any of those assumptions.
Our
opinion set forth below is limited to Delaware General Corporation
Law, including all applicable statutory provisions, the
applicable provisions of the Delaware Constitution and reported judicial decisions interpreting
those statutes and laws.
Based upon and subject to the foregoing, it is our opinion that the Shares are duly authorized
for issuance by the Company and, when the Shares are issued and
paid for as described in the Prospectus included in the Registration Statement, such Shares will be
validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and the reference to this firm in the related Prospectus under the caption Legal Matters. In
giving our consent we do not thereby 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 thereunder.
Yours truly,
/s/ K&L Gates LLP
K&L Gates LLP