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8-K - FORM 8-K - QUAKER CHEMICAL CORPd8k.htm
EX-1.1 - UNDERWRITING AGREEMENT, DATED MAY 5, 2011, BY AND BETWEEN THE COMPANY - QUAKER CHEMICAL CORPdex11.htm

Exhibit 5.1

 

 

 

 

 

 

 

www.duanemorris.com

 

 

May 9, 2011

 

 

 

 

 

Quaker Chemical Corporation

One Quaker Park

901 East Hector Street

Conshohocken PA 19428-0809

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FIRM and AFFILIATE OFFICES

 

NEW YORK

LONDON

SINGAPORE

LOS ANGELES

CHICAGO

HOUSTON

HANOI

PHILADELPHIA

SAN DIEGO

SAN FRANCISCO

BALTIMORE

BOSTON

WASHINGTON, DC

LAS VEGAS

ATLANTA

MIAMI

PITTSBURGH

NEWARK

BOCA RATON

WILMINGTON

CHERRY HILL

PRINCETON

LAKE TAHOE

HO CHI MINH CITY

 

  Re: Common Stock Takedown from Shelf Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Quaker Chemical Corporation, a Pennsylvania corporation (the “Company”), in connection with the preparation of a Shelf Registration Statement on Form S-3 (the “Registration Statement”) originally filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), on November 23, 2009 and declared effective by the Commission on January 29, 2010 and the related Prospectus Supplement, filed with the Commission on May 5, 2011 (the “Prospectus Supplement”), for the offering by the Company of 1,265,000 shares (the “Shares”) of the Company’s common stock, $1.00 par value per share (the “Common Stock”), including 165,000 Shares that may be purchased if the underwriters’ over-allotment is exercised in full, to be sold by the Company in an underwritten offering pursuant to that certain Underwriting Agreement dated May 5, 2011 by and between the Company and Jefferies & Company, Inc., as Representative of the Several Underwriters.

This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In connection with the opinion set forth in this letter, we have examined the Registration Statement, the Prospectus Supplement, originals or copies certified or otherwise identified to our satisfaction of the Agreement, the Articles of Incorporation of the Company, as amended to date, the Bylaws of the Company and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.

 

DUANE MORRIS LLP

30 SOUTH 17TH STREET      PHILADELPHIA, PA 19103-4196    PHONE: +1 215 979 1000    FAX: +1 215 979 1020


Quaker Chemical Corporation

May 9, 2011

Page 2

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We have assumed the reservation and continued availability of a sufficient number of authorized but unissued shares of Common Stock, the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile, photostatic or other copies and the authenticity of the originals of all documents submitted to us as copies.

Based upon the foregoing, we are of the opinion that the Shares, when issued in accordance with the provisions of the Registration Statement and Prospectus Supplement, will be legally issued, fully paid and non-assessable.

The opinion set forth above is limited to the laws of the Commonwealth of Pennsylvania.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Form 8-K to be filed by the Company on or about the date hereof. In giving such opinion, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.

 

Very truly yours,
/s/ Duane Morris LLP
Duane Morris LLP