Attached files
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| EX-1.1 - EXHIBIT 1.1 - Ingersoll Rand Inc. | s002497x3_ex1-1.htm |
| 8-K - FORM 8-K - Ingersoll Rand Inc. | s002497x3_8k.htm |
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Simpson Thacher & Bartlett llp
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425 lexington avenue
new york, ny 10017-3954
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telephone: +1-212-455-2000
facsimile: +1-212-455-2502
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E-mail Address
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November 2, 2018
Gardner Denver Holdings, Inc.
222 East Erie Street, Suite 500
Milwaukee, Wisconsin 53202
Ladies and Gentlemen:
We have acted as counsel to Gardner Denver Holdings, Inc., a Delaware corporation (the “Company”) in connection with the Registration
Statement on Form S-3 (File No. 333-228090) (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
shares of Common Stock, par value $0.01 per share (“Common Stock”) of the Company. This opinion relates to the sale by the selling stockholder referred to in the Prospectus (as defined below) (the “Selling Stockholder”) of an aggregate of up to
20,000,000 shares of Common Stock, par value $0.01 per share, of the Company (the “Shares”) pursuant to an Underwriting Agreement, dated October 31, 2018 (the “Underwriting Agreement”), among the Company, the Selling Stockholder and the
Underwriters named therein.
We have examined the Registration Statement; the prospectus, dated October 31, 2018 (the “Base Prospectus”), as supplemented by the
prospectus supplement dated October 31, 2018 (the “Final Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission under the
Securities Act. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable
documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth.
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Simpson Thacher & Bartlett LLP
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Gardner Denver Holdings, Inc.
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November 2, 2018
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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. We
also have assumed that, at the time of execution, authentication, issuance and delivery of any of the Shares, the underwriting agreement will be the valid and legally binding obligation of each party thereto other than the Company and that the
amount of valid consideration paid in respect of such Shares will equal or exceed the par value of such Shares.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the
Shares are validly issued, fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Current Report on Form 8-K filed by the Company with the
Commission on November 2, 2018 and to the use of our name under the caption “Legal Matters” in the Prospectus.
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Very truly yours,
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/s/ SIMPSON THACHER & BARTLETT LLP
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