Attached files
| file | filename |
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| 8-K - HC2 HOLDINGS, INC 8-K 11-4-2015 - INNOVATE Corp. | form8k.htm |
| EX-99.1 - EXHIBIT 99.1 - INNOVATE Corp. | ex99_1.htm |
| EX-1.1 - EXHIBIT 1.1 - INNOVATE Corp. | ex1_1.htm |
| EX-99.2 - EXHIBIT 99.2 - INNOVATE Corp. | ex99_2.htm |
Exhibit 5.1
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53rd at Third
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885 Third Avenue
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New York, New York 10022-4834
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Tel: +1.212.906.1200 Fax: +1.212.751.4864
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www.lw.com
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FIRM / AFFILIATE OFFICES
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Abu Dhabi
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Milan
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Barcelona
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Moscow
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Beijing
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Munich
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Boston
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New Jersey
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November 9, 2015
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Brussels
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New York
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Century City
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Orange County
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Chicago
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Paris
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Dubai
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Riyadh
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Düsseldorf
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Rome
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Frankfurt
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San Diego
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Hamburg
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San Francisco
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HC2 Holdings, Inc.
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Hong Kong
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Shanghai
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505 Huntmar Park Drive #325
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Houston
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Silicon Valley
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Herndon, Virginia 20170
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London
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Singapore
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Los Angeles
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Tokyo
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Madrid
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Washington, D.C.
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| Re: | Registration Statement on Form S-3 (No. 333-207470); 8,452,500 shares of Common Stock, par value $0.001 per share |
Ladies and Gentlemen:
We have acted as special counsel to HC2 Holdings, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance and sale by the Company of 8,452,000 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), including 1,102,500 shares of Common Stock of the Company that will be issued pursuant to the underwriter’s exercise of an option to purchase additional shares (the “Shares”) pursuant to the Underwriting Agreement (as defined below). The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on October 16, 2015 (Registration No. 333-207470) (as so filed and as amended, the “Registration Statement”), and are being offered pursuant to a base prospectus, dated October 16, 2015 included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), a preliminary prospectus supplement, dated November 3, 2015 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Preliminary Prospectus”) and a prospectus supplement, dated November 4, 2015, filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). The Shares are being sold pursuant to an underwriting agreement, dated November 4, 2015, between Jefferies LLC and the Company (the “Underwriting Agreement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, the Preliminary Prospectus or the Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
November 9, 2015
Page 2
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof the Shares have been duly authorized by all necessary corporate action of the Company, and when the Shares have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K dated November 9, 2015 and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
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Very truly yours,
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/s/ Latham & Watkins LLP
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