Attached files

file filename
EX-5.1 - EX-5.1 - CHART INDUSTRIES INCdex51.htm
EX-1.1 - EX-1.1 - CHART INDUSTRIES INCdex11.htm
EX-10.4 - EX-10.4 - CHART INDUSTRIES INCdex104.htm
EX-10.2 - EX-10.2 - CHART INDUSTRIES INCdex102.htm
EX-10.6 - EX-10.6 - CHART INDUSTRIES INCdex106.htm
EX-10.5 - EX-10.5 - CHART INDUSTRIES INCdex105.htm
EX-10.1 - EX-10.1 - CHART INDUSTRIES INCdex101.htm
EX-10.3 - EX-10.3 - CHART INDUSTRIES INCdex103.htm
8-K - 8-K - CHART INDUSTRIES INCd8k.htm

Exhibit 5.2

[HARTER SECREST & EMERY LLP LETTERHEAD]

August 2, 2011

Calfee, Halter & Griswold LLP

1400 KeyBank Center

800 Superior Avenue

Cleveland, Ohio 44114-2688

 

  Re: Chart Industries, Inc.
       Indenture and Securities

Ladies and Gentlemen:

You have acted as counsel to and for Chart Industries, Inc., a Delaware corporation (the “Company”), in connection with the registration of $287.5 million in aggregate principal amount of 2.00% Convertible Senior Subordinated Notes due 2018 (the “Notes”) pursuant to a Registration Statement on Form S-3 (File No. 333-175837) which was filed with the Securities and Exchange Commission on July 28, 2011. The Notes are to be issued under an Indenture to be dated as of August 3, 2011 between the Company and Wells Fargo Bank, National Association, as trustee (the Trustee”), as supplemented by a supplemental indenture to be dated as of August 3, 2011 between the Company and the Trustee (collectively, the “Indenture”). As such counsel, you have asked us to deliver to you this opinion as to the specified matters of New York law relating to:

1. the Indenture; and

2. the Notes to be issued in accordance with the Indenture.

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Indenture.

Based upon, and subject to, the various assumptions and qualifications set forth herein, we are of the opinion, as of the date hereof, that:

1. The Indenture, when executed and delivered by the Company and the Trustee, and the Notes, when issued and authenticated in accordance with the Indenture, will be the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms. This opinion is subject to (x) bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws affecting the rights and remedies of creditors generally and (y) constitutional and public policy limitations and general principles of equity. In addition, we express no opinion as to (i) the right to collect any payment to the extent that such payment

 


LOGO

Calfee, Halter & Griswold, LLP

August 2, 2011

Page 2

 

constitutes a penalty, premium, forfeiture, or late payment charge, (ii) whether the exercise of a remedy limits or precludes the exercise of another remedy, (iii) the right to intervene in any legal proceeding, and (iv) any purported right of indemnification or exculpation with respect to illegal acts, intentional torts, willful conduct, or violations of securities laws.

The foregoing opinion is based solely on a review of generally applicable laws of New York and not on the basis of any review of any orders, decrees, judgments or other determinations that may be specifically applicable to the Company.

For the purpose of rendering the foregoing opinion, we have examined only (i) the form of the Indenture, (ii) the form of the Notes; and (iii) your opinion of counsel, dated the date hereof (the “Calfee Opinion”). Other than our review of the foregoing documents, we have not reviewed any other documents or made any independent investigation whatsoever for the purposes of rendering this opinion, and we make no representation as to the scope or sufficiency of our document review for your purposes. With your permission, our opinion is qualified in all respects by the scope of such document examination.

In rendering the foregoing opinion, we have made such examination of laws as we have deemed relevant for the purposes hereof. We have not participated in any aspect of the negotiation, documentation or consummation of the transactions underlying or contemplated by, or entered into concurrently with, the Indenture or the Notes and we have not consulted with the directors, officers or management of the Company. Accordingly, we have, with your permission, assumed and relied, without independent investigation, upon, inter alia, (i) the due formation, existence and good standing of, and the truth, accuracy and completeness of the representations contained in the Indenture and the Notes and made by, the respective parties thereto, (ii) that the Indenture will be duly authorized, executed and validly delivered by the respective parties thereto, (iii) that the Notes will be duly authorized, executed and delivered by the Company, and authenticated by the Trustee, all in accordance with the terms of the Indenture, and the consideration for the Notes paid, (iv) that the securities issuable upon conversion of the Notes have been or will be duly authorized and reserved for issuance by the Company and, when issued upon conversion of the Notes in accordance with the terms of the Indenture and the Notes, will be validly issued, fully paid and non-assessable; (v) the legality, validity and binding effect of the Indenture with respect to the Trustee, (vi) that any action taken by any Person in connection with the performance or enforcement of the Indenture or the Notes to which it is a party will be lawful, commercially reasonable and taken in good faith and that such Person will perform its obligations, or seek to enforce its rights, under the Indenture and the Notes only in circumstances and in a manner in which it is equitable and commercially reasonable to do so and otherwise in accordance with applicable law, (vii) the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with the original documents of all

 


LOGO

Calfee, Halter & Griswold, LLP

August 2, 2011

Page 3

 

documents submitted to us as reproduced copies, and the authenticity of all such latter documents, and (viii) the accuracy of the matters addressed in the Calfee Opinion.

We express no opinion with respect to compliance by the Company or any other party with the disclosure or anti-fraud requirements of the New York “blue sky” laws or the effect of any non-compliance with such requirements on the enforceability of the Indenture or the Notes.

We express no opinion herein as to any of the transactions underlying or contemplated by the Indenture or the Notes. Without limiting the generality of the foregoing, we express no opinion with respect to the financial terms of those transactions, the fairness of those terms to any person or entity, or the satisfaction of any fiduciary duties that may exist.

We express no opinion as to the law of any jurisdiction other than the law of the State of New York.

This opinion speaks only as of the date of its issue and may not be relied upon to the extent subsequent legislative actions or judicial decisions cause changes in the law which would affect the validity of this opinion if given at that time. We assume no responsibility to revise or amend this opinion in the event of such actions or decisions. This opinion is being issued and delivered solely for your benefit and may not be relied upon by any other person. You may rely on this opinion letter in issuing your opinion of counsel to the Company in connection with the execution and delivery of the Indenture and issuance of the Notes.

Very truly yours,

/s/ Harter Secrest & Emery LLP