Attached files
file | filename |
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8-K - FORM 8-K - Colfax CORP | d537241d8k.htm |
EX-1.1 - EX-1.1 - Colfax CORP | d537241dex11.htm |
Exhibit 5.1
Gibson, Dunn & Crutcher LLP
200 Park Avenue New York, NY 10166-0193 Tel 212.351.4000 www.gibsondunn.com
Client: 20535-00003 |
May 13, 2013
Colfax Corporation
8170 Maple Lawn Boulevard, Suite 180
Fulton, Maryland 20759
Re: | Colfax Corporation |
Registration Statement on Form S-3 (File No. 333-179650) |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3, File No. 333-179650 (the Registration Statement), of Colfax Corporation, a Delaware corporation (the Company), filed with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended (the Securities Act), and the prospectus supplement thereto dated May 7, 2013 (the Prospectus Supplement), in connection with the offering by the Company of up to 7,500,000 shares (the Company Shares) of the Companys common stock, par value $0.001 per share, (the Common Stock) and by the selling stockholders identified in the Prospectus Supplement of up to 4,000,000 shares of the Common Stock (the Selling Stockholder Shares, and together with the Company Shares, the Shares).
In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of specimen Common Stock certificates and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, (i) when issued against payment therefor as set forth in the Registration Statement in the case of the Company Shares, will be validly issued, fully paid and non-assessable, and (ii) in the case of the Selling Stockholder Shares, are validly issued, fully paid and non-assessable.
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Colfax Corporation
May 13, 2013
Page 2
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption Legal Matters in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP