Attached files
file | filename |
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EX-5.5 - EX-5.5 - TELEFLEX INC | d496507dex55.htm |
EX-5.4 - EX-5.4 - TELEFLEX INC | d496507dex54.htm |
EX-5.3 - EX-5.3 - TELEFLEX INC | d496507dex53.htm |
EX-5.1 - EX-5.1 - TELEFLEX INC | d496507dex51.htm |
EX-4.2 - EX-4.2 - TELEFLEX INC | d496507dex42.htm |
EX-1.1 - EX-1.1 - TELEFLEX INC | d496507dex11.htm |
8-K - FORM 8-K - TELEFLEX INC | d496507d8k.htm |
Exhibit 5.2
November 20, 2017
Teleflex Incorporated
550 East Swedesford Road, Suite 400
Wayne, Pennsylvania 19087
Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary of Teleflex Incorporated, a Delaware corporation (the Company). This opinion letter is rendered in connection with the Registration Statement on Form S-3 as amended by Post-Effective Amendment No. 1 thereto (the Registration Statement) filed by the Company and the subsidiaries of the Company listed on Schedule I hereto (the Non-Pennsylvania Guarantors) and Schedule II hereto (the Pennsylvania Guarantor, and together with the Non-Pennsylvania Guarantors, the Guarantors) with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended, relating to the guarantees of the Guarantors (the Guarantees) to be issued in connection with the issuance of $500,000,000 aggregate principal amount of 4.625% Senior Notes due 2027 (the Securities) pursuant to the Underwriting Agreement, dated November 16, 2017, among the Company, the Guarantors and the several underwriters named therein (the Underwriting Agreement).
The Securities and the Guarantees will be issued under the Indenture, dated May 16, 2016 (the Base Indenture), between the Company and Wells Fargo Bank, National Association, as trustee (the Trustee), as supplemented by the Fourth Supplemental Indenture relating to the Securities and the Guarantees, dated November 20, 2017, among the Company, the Guarantors and the Trustee (the Fourth Supplemental Indenture, and together with the Base Indenture, the Indenture).
I, and lawyers under my supervision as well as our outside counsel Simpson Thacher & Bartlett LLP, have examined the Registration Statement, the Base Indenture, which has been filed with the Commission as an exhibit to the Registration Statement, the Fourth Supplemental Indenture, which is being filed concurrently with the Commission as an exhibit to the Companys Current Report on Form 8-K filed on November 20, 2017, duplicates of the global notes representing the Securities and the Guarantees and the Underwriting Agreement. In addition, I, and lawyers under my supervision, 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 I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.
In rendering the opinions set forth below, except with respect to documents executed by officers of the Company in my presence, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. I also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.
Based upon the foregoing and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that:
1. The Pennsylvania Guarantor is validly existing and in good standing as a corporation under the law of the Commonwealth of Pennsylvania.
2. The Indenture (including the Guarantee set forth therein) has been duly authorized, executed and delivered by the Pennsylvania Guarantor.
3. The execution, delivery and performance by the Pennsylvania Guarantor of the Indenture (including the Guarantee set forth therein) does not violate the certificate of incorporation or by-laws of the Pennsylvania Guarantor or the law of the Commonwealth of Pennsylvania.
I do not express any opinion herein concerning any law other than the law of the Commonwealth of Pennsylvania and the federal law of the United States.
I hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Companys Current Report on Form 8-K filed on November 20, 2017 and to the use of my name under the caption Legal matters in the prospectus included in the Registration Statement, as supplemented by the prospectus supplement dated November 16, 2017.
2
Very truly yours, | ||
By: | /s/ James J. Leyden | |
Name: James J. Leyden | ||
Title: Vice President, General Counsel and Secretary |
[Signature Page to General Counsel Exhibit 5 Opinion]
SCHEDULE I
NON-PENNSYLVANIA GUARANTORS
Entity |
Jurisdiction of Formation | |
Airfoil Technologies International-Ohio, Inc. | DE | |
Arrow International Investment Corp. | DE | |
Arrow Interventional Inc. | DE | |
Hotspur Technologies, Inc. | DE | |
NeoTract, Inc. | DE | |
Technology Holding Company II | DE | |
Technology Holding Company III | DE | |
Teleflex Urology Limited | Ireland | |
TFX Equities Incorporated | DE | |
TFX International Corporation | DE | |
TFX Medical Wire Products, Inc. | DE | |
TFX North America Inc. | DE | |
Vascular Solutions LLC | MN | |
VasoNova, Inc. | DE | |
Vidacare LLC | DE | |
Teleflex Medical Incorporated | CA | |
Wolfe-Tory Medical, Inc. | UT |
S-1
SCHEDULE II
PENNSYLVANIA GUARANTOR
Entity |
Jurisdiction of | |
Arrow International, Inc. | PA |
S-2