Attached files
file | filename |
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S-1/A - AMENDMENT NO. 7 TO FORM S-1 - GLOBAL BRASS & COPPER HOLDINGS, INC. | d367030ds1a.htm |
EX-1.1 - EX-1.1 - GLOBAL BRASS & COPPER HOLDINGS, INC. | d367030dex11.htm |
EX-23.2 - EX-23.2 - GLOBAL BRASS & COPPER HOLDINGS, INC. | d367030dex232.htm |
Exhibit 5.1
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
May 13, 2013
Global Brass and Copper Holdings, Inc.
475 N. Martingale Road Suite 1050
Schaumburg, IL 60173
Registration Statement on Form S-1
(Registration No. 333-177594)
Ladies and Gentlemen:
We have acted as special counsel to Global Brass and Copper Holdings, Inc., a Delaware corporation (the Company) in connection with the Registration Statement on Form S-1, as amended (the Registration Statement) of the Company, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the Act), and the rules and regulations thereunder (the Rules). You have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of up to 10,781,000 shares of the Companys common stock, par value $0.01 per share (the Common Stock) that may be offered by the sole stockholder of the Company, (including shares that may be sold by the sole stockholder of the Company upon exercise of the underwriters over-allotment option) (the Shares).
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):
1. the Registration Statement; and
2. the form of the Underwriting Agreement (the Underwriting Agreement), included as Exhibit 1.1 to the Registration Statement.
In addition, we have examined (i) such corporate records of the Company that we have considered appropriate, including the forms of the amended and restated certificate of incorporation (the Amended Certificate), and the amended and restated by-laws (the Amended By-Laws), of the Company, which are attached as exhibits to the Registration Statement, and copies of resolutions of the board of directors of the Company relating to the issuance of the Shares, certified by the Company and (ii) such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of the Company made in the Documents and upon certificates of public officials and the officers of the Company.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents
and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete. We have also assumed that the Amended Certificate and the Amended Bylaws will become effective at or prior to the date the Shares are sold pursuant to the Underwriting Agreement, as contemplated by the Registration Statement.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued, delivered and paid for as contemplated in the Registration Statement and in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable.
The opinion expressed above is limited to the General Corporation Law of the State of Delaware. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading Legal Matters contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP