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8-K - FORM 8-K - INTEGRA LIFESCIENCES HOLDINGS CORPd628008d8k.htm
EX-1.1 - EX-1.1 - INTEGRA LIFESCIENCES HOLDINGS CORPd628008dex11.htm

Exhibit 5.1

 

   53rd at Third
   885 Third Avenue
   New York, New York 10022-4834
   Tel: +1.212.906.1200 Fax: +1.212.751.4864
   www.lw.com
LOGO    FIRM / AFFILIATE OFFICES
   Abu Dhabi    Milan
   Barcelona    Moscow
   Beijing    Munich
   Boston    New Jersey
   Brussels    New York
   Chicago    Orange County
   Doha    Paris
   Dubai    Riyadh
   Düsseldorf    Rome
   Frankfurt    San Diego
November 13, 2013    Hamburg    San Francisco
   Hong Kong    Shanghai
   Houston    Silicon Valley
   London    Singapore
Integra LifeSciences Holdings Corporation    Los Angeles    Tokyo
311 Enterprise Drive    Madrid    Washington, D.C.
Plainsboro, New Jersey 08536      

Re: Registration Statement No. 333-192079; Up to 4,025,000 shares of Common Stock, par value $0.01 per share

Ladies and Gentlemen:

We have acted as special counsel to Integra LifeSciences Holdings Corporation, a Delaware corporation (the “Company”), in connection with the issuance of up to 4,025,000 shares of common stock, $0.01 par value per share (the “Shares”). 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 November 4, 2013 (Registration No. 333-192079) (as amended, the “Registration Statement”), a base prospectus dated November 4, 2013 (the “Base Prospectus”) and a prospectus supplement dated November 6, 2013 (together with the Base Prospectus, the “Prospectus”), and an underwriting agreement dated November 6, 2013 between Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as managers of the several underwriters named in the underwriting agreement, 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 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 (“DGCL”), and we express no opinion with respect to any other laws.


November 13, 2013

Page 2

 

LOGO

 

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 shall 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 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 the Prospectus 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 filed with the Commission on November 13, 2013 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,
/s/ Latham & Watkins LLP