Attached files
| file | filename |
|---|---|
| 8-K - WABASH NATIONAL Corp | v196682_8k.htm |
| EX-1.2 - WABASH NATIONAL Corp | v196682_ex1-2.htm |
| EX-1.1 - WABASH NATIONAL Corp | v196682_ex1-1.htm |
| EX-99.1 - WABASH NATIONAL Corp | v196682_ex99-1.htm |
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www.hoganlovells.com
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September
15, 2010
Board of
Directors
Wabash
National Corporation
1000
Sagamore Parkway South
Lafayette,
Indiana 47905
Ladies
and Gentlemen:
We are
acting as counsel to Wabash National Corporation, a Delaware corporation (the
“Company”), in
connection with its registration statement on Form S-3 (File No.
333-168944), as amended, (the “Registration Statement”),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the “Act”), relating to the public
offering of 9,349,032 shares of common stock, par value $0.01 per share (the
“Common Stock”), of the
Company (the “Shares”), issuable
upon the exercise of an outstanding warrant to purchase Common Stock, as amended
(the “Outstanding
Warrant”), and the stock purchase rights (the “Rights”) associated with the
Shares, all
of which Rights are to be issued pursuant to that certain Rights Agreement,
dated as of December 28, 2005 (the “Rights Agreement”), between
the Company and National City Bank, as rights agent (the “Rights Agent”). The
Outstanding Warrant is held by Trailer Investments, LLC (the “Selling Securityholder”) and
is being sold by the Selling Securityholder to the underwriter of the offering,
who will exercise the Outstanding Warrant at the closing of the offering, as
described in the prospectus dated September 1, 2010, as supplemented by a
prospectus supplement dated September 13, 2010 (the “Prospectus
Supplement”). This opinion letter is furnished to you at your
request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the
Registration Statement.
For
purposes of this opinion letter, we have examined copies of such agreements,
instruments and documents as we have deemed an appropriate basis on which to
render the opinions hereinafter expressed, including the Outstanding Warrant, a
copy of which was filed by the Company as Exhibit 10.1 to its Current Report on
Form 8-K on June 3, 2010, and the amendment to the Outstanding Warrant dated
September 14, 2010, a copy of which is being filed by the Company as Exhibit 1.2
to its Current Report on Form 8-K on the date hereof. In our examination of the
aforesaid documents, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the accuracy and completeness of all
documents submitted to us, the authenticity of all original documents, and the
conformity to authentic original documents of all documents submitted to us as
copies (including telecopies). We also have assumed that the Rights
Agreement has been duly authorized, executed, and delivered by the Rights Agent,
and that the members of the Board of Directors of the Company have acted in a
manner consistent with their fiduciary duties as required under applicable law
in adopting the Rights Agreement, and that the Shares will not be issued in
violation of the ownership limit contained in the Company’s Certificate of
Incorporation. As to all matters of fact, we have relied on the
representations and statements of fact made in the documents so reviewed, and we
have not independently established the facts so relied on. This
opinion letter is given, and all statements herein are made, in the context of
the foregoing.
This
opinion letter is based as to matters of law solely on the Delaware General
Corporation Law, as amended. We express no opinion herein as to any
other laws, statutes, ordinances, rules, or regulations. As used
herein, the term “Delaware General Corporation Law, as amended” includes the
statutory provisions contained therein, all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting these
laws.
Based
upon, subject to and limited by the foregoing, we are of the opinion that, as of
the date hereof issuance of the Shares and the associated Rights has been duly
authorized by all necessary corporate action on the part of the Company and,
following exercise of the Outstanding Warrant pursuant to its terms for an
amount of shares equal to the Shares and issuance of the Shares thereunder, the
Shares and the associated Rights will be validly issued, and
the Shares will be fully paid and nonassessable.
It should
be understood that the opinion above concerning the Rights does not address the
determination a court of competent jurisdiction may make regarding whether the
Board of Directors of the Company would be required to redeem or terminate, or
take other action with respect to, the Rights at some future time based on the
facts and circumstances existing at that time and that our opinion above
addresses the Rights and the Rights Agreement in their entirety and not any
particular provision of the Rights or the Rights Agreement and that it is not
settled whether the invalidity of any particular provision of a rights agreement
or of rights issued thereunder would result in invalidating in their entirety
such rights.
This
opinion letter has been prepared for use in connection with the filing by the
Company of a Current Report on Form 8-K relating to the offer and sale of the
Shares, which Form 8-K will be incorporated by reference into the Registration
Statement. We assume no obligation to advise you of any changes in
the foregoing subsequent to the delivery of this letter.
We hereby
consent to the filing of this opinion letter as Exhibit 5.1 to the
above-described Form 8-K and to the reference to this firm under the caption
“Legal Matters” in the Prospectus Supplement. In giving this consent,
we do not thereby admit that we are an “expert” within the meaning of the
Securities Act of 1933, as amended.
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Very
truly yours,
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/s/
Hogan Lovells US LLP
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HOGAN
LOVELLS US LLP
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