Attached files
| file | filename |
|---|---|
| 8-K - STONERIDGE INC | v201013_8k.htm |
| EX-1.1 - STONERIDGE INC | v201013_ex1-1.htm |
| EX-99.1 - STONERIDGE INC | v201013_ex99-1.htm |
| EX-99.2 - STONERIDGE INC | v201013_ex99-2.htm |
Exhibit
5.1
November
2, 2010
Stoneridge,
Inc.
9400 East
Market Street
Warren,
OH 44484
Gentlemen:
We have
acted as counsel to Stoneridge, Inc. (the “Company”) in connection with the
offering and sale of up to 10,173,285 common shares, without par value, of the
Company (the “Shares”) pursuant to an Underwriting Agreement (the “Underwriting
Agreement”), dated November 2, 2010, by and among the selling shareholders
listed on Schedule A to the Underwriting Agreement, the Company and Credit
Suisse Securities (USA) LLC, as Underwriter.
In
connection with the furnishing of this opinion, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the following
documents (collectively, the “Documents”): (i) the Underwriting Agreement;
(ii) such corporate records of the Company that we have considered
appropriate, including a copy of the Company’s Second Amended and Restated
Articles of Incorporation and the Company’s Amended and Restated Code of
Regulations, each as in effect on the date of this opinion; (iii) resolutions of
the board of directors of the Company relating to the offering and sale of the
Shares; and (iv) such other certificates, agreements and documents that we
deemed relevant and necessary as a basis for the opinion expressed
below.
Based on
such examination, we are of the opinion that the Shares have been duly
authorized and are now, and when sold in the manner contemplated by the
Underwriting Agreement will be, validly issued, fully paid and
nonassessable.
We hereby
consent to the filing of this opinion as Exhibit 5 to the Current Report on
Form 8-K to be filed by the Company relating to the Registration Statement on
Form S-3 (Reg. No. 333-169800) (the “Registration Statement”), filed by the
Company to effect the registration of the Shares under the Securities Act of
1933 (the “Act”), and to the reference to us under the caption “Legal Matters”
in the prospectus constituting a part of such Registration
Statement.
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Yours
very truly,
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/s/
Baker & Hostetler
LLP
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Baker
& Hostetler LLP
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