Attached files
file | filename |
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EX-4.2 - EX-4.2 - IDEX CORP /DE/ | c61694exv4w2.htm |
EX-1.1 - EX-1.1 - IDEX CORP /DE/ | c61694exv1w1.htm |
EX-4.1 - EX-4.1 - IDEX CORP /DE/ | c61694exv4w1.htm |
8-K - FORM 8-K - IDEX CORP /DE/ | c61694e8vk.htm |
Exhibit
5.1
233 S. Wacker Drive, Suite 5800 | ||||
Chicago, Illinois 60606 | ||||
Tel: +1.312.876.7700 Fax: +1.312.993.9767 | ||||
www.lw.com | ||||
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FIRM / AFFILIATE OFFICES | |||
Abu Dhabi | Moscow | |||
Barcelona | Munich | |||
Beijing | New Jersey | |||
Brussels | New York | |||
Chicago | Orange County | |||
Doha | Paris | |||
December 6, 2010
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Dubai | Riyadh | ||
Frankfurt | Rome | |||
Hamburg | San Diego | |||
Hong Kong | San Francisco | |||
Houston | Shanghai | |||
London | Silicon Valley | |||
IDEX Corporation
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Los Angeles | Singapore | ||
1925 West Field Court
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Madrid | Tokyo | ||
Lake Forest, Illinois 60045
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Milan | Washington, D.C. |
Re: | Registration Statement No. 333-170890; $300,000,000 Aggregate Principal Amount of 4.500% Senior Notes due 2020 |
Ladies and Gentlemen:
We have acted as special counsel to IDEX Corporation, a Delaware corporation (the Company),
in connection with the issuance by the Company of $300,000,000 aggregate principal amount of its
4.500% Senior Notes due 2020 (the Notes) under the indenture, dated as of December 6, 2010 (the
Base Indenture), between the Company and Wells Fargo Bank, National Association, as trustee (the
Trustee), as supplemented by the supplemental indenture, dated as of the date hereof (the
Supplemental Indenture and, together with the Base Indenture, the Indenture), between the
Company and the Trustee, and pursuant to 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 December 1, 2010 (Registration No. 333-170890) (the Registration Statement), a
base prospectus dated December 1, 2010, included in the Registration Statement at the time it
originally became effective (the Base Prospectus), a final prospectus supplement, dated December
1, 2010, filed with the Commission pursuant to Rule 424(b) under the Act on December 2, 2010
(together with the Base Prospectus, the Prospectus), and the underwriting agreement, dated
December 1, 2010, among J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Barclays Capital Inc., as representatives of the several underwriters named
therein, 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 or the Prospectus, other than as expressly stated herein
with respect to the issue of the Notes.
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
December 6, 2010
Page 2
Page 2

internal laws of the State of New York, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any
matters of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of
the date hereof, when the Notes have been delivered against payment therefor in the manner
contemplated by the Underwriting Agreement, the Notes will be legally valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms.
Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization,
preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the
rights and remedies of creditors; (ii) the effect of general principles of equity, whether
considered in a proceeding in equity or at law (including the possible unavailability of specific
performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair
dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity
under certain circumstances under law or court decisions of provisions providing for the
indemnification of or contribution to a party with respect to a liability where such
indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to
(a) any provision for liquidated damages, default interest, late charges, monetary penalties,
make-whole premiums or other economic remedies to the extent such provisions are deemed to
constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue,
arbitration, remedies, or judicial relief, (c) the waiver of rights or defenses contained in
Section 11.13 of the Base Indenture, (d) any provision requiring the payment of attorneys fees,
where such payment is contrary to law or public policy, (e) any provision permitting, upon
acceleration of the Notes, collection of that portion of the stated principal amount thereof which
might be determined to constitute unearned interest thereon, and (f) the severability, if invalid,
of provisions to the foregoing effect.
With your consent, we have assumed (a) that the Base Indenture, the Supplemental Indenture and
the Notes (collectively, the Documents) have been duly authorized, executed and delivered by the
parties thereto, (b) that each of the Documents constitutes a legally valid and binding obligation
of the parties thereto other than the Company, enforceable against each of them in accordance with
their respective terms, and (c) that the status of each of the Documents as legally valid and
binding obligations of the parties is not be affected by any (i) breaches of, or defaults under,
agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental
orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make
required registrations, declarations or filings with, governmental authorities.
December 6, 2010
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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 Companys Current Report on
Form 8-K, dated December 6, 2010, 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.
Very truly yours, |
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/s/ Latham & Watkins LLP | ||||