Attached files
file | filename |
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S-1/A - AMENDMENT NO. 2 TO FORM S-1 - K2M GROUP HOLDINGS, INC. | d640289ds1a.htm |
EX-3.2 - EX-3.2 - K2M GROUP HOLDINGS, INC. | d640289dex32.htm |
EX-10.16 - EX-10.16 - K2M GROUP HOLDINGS, INC. | d640289dex1016.htm |
EX-10.15 - EX-10.15 - K2M GROUP HOLDINGS, INC. | d640289dex1015.htm |
EX-23.1 - EX-23.1 - K2M GROUP HOLDINGS, INC. | d640289dex231.htm |
EX-10.31 - EX-10.31 - K2M GROUP HOLDINGS, INC. | d640289dex1031.htm |
EX-10.33 - EX-10.33 - K2M GROUP HOLDINGS, INC. | d640289dex1033.htm |
EX-10.32 - EX-10.32 - K2M GROUP HOLDINGS, INC. | d640289dex1032.htm |
EX-3.1 - EX-3.1 - K2M GROUP HOLDINGS, INC. | d640289dex31.htm |
Exhibit 5.1
[LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP]
April 22, 2014
K2M Group Holdings, Inc.
751 Miller Drive SE
Leesburg, VA 20175
Ladies and Gentlemen:
We have acted as counsel to K2M Group Holdings, Inc., a Delaware corporation (the Company), in connection with the Registration Statement on Form S-1 (File No. 333-194550) (as amended, the Registration Statement) filed by the Company with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), relating to the issuance by the Company of 8,825,000 shares of Common Stock, par value $0.001 per share (Common Stock) (together with any additional shares of Common Stock that may be sold by the Company pursuant to Rule 462(b) (as prescribed by the Commission pursuant to the Securities Act, Rule 462(b)) in connection with the offering described in the Registration Statement, the Company Shares) and the sale by the selling stockholders identified in the Registration Statement (the Selling Stockholders) of up to 1,323,750 shares of Common Stock which may be purchased by the underwriters pursuant to an option to purchase additional shares granted by such Selling Stockholders (together with any additional shares of Common Stock that may be sold by the Selling Stockholders pursuant to Rule 462(b), the Selling Stockholders Shares).
We have examined the Registration Statement and a form of the Amended and Restated Certificate of Incorporation of the Company (the Amended Certificate), which has been filed
Piper Jaffray & Co. Barclays Capital Inc. Wells Fargo Securities, LLC, et al. |
April 22, 2014 |
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with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that (1)(A) when the Amended Certificate has been duly filed with the Secretary of State of the State of Delaware and the Board of Directors of the Company (the Board) has taken all necessary corporate action to authorize and approve the issuance of the Company Shares and (B) upon payment and delivery in accordance with the applicable definitive underwriting agreement approved by the Board, the Company Shares will be validly issued, fully paid and nonassessable and (2) when the Amended Certificate has been duly filed with the Secretary of State of the State of Delaware, the Selling Stockholders Shares, if any, will be validly issued, fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
Piper Jaffray & Co. Barclays Capital Inc. Wells Fargo Securities, LLC, et al. |
April 22, 2014 |
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We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption Legal Matters in the Prospectus included in the Registration Statement.
Very truly yours, |
SIMPSON THACHER & BARTLETT LLP |