Attached files
file | filename |
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8-K - FORM 8-K - SCHULMAN A INC | d920013d8k.htm |
EX-3.1 - EX-3.1 - SCHULMAN A INC | d920013dex31.htm |
EX-1.1 - EX-1.1 - SCHULMAN A INC | d920013dex11.htm |
EX-12.1 - EX-12.1 - SCHULMAN A INC | d920013dex121.htm |
Exhibit 5.1
NORTH POINT 901 LAKESIDE AVENUE CLEVELAND, OHIO 44114.1190
TELEPHONE: +1.216.586.3939 FACSIMILE: +1.216.579.0212
May 4, 2015
A. Schulman, Inc.
3637 Ridgewood Road
Fairlawn, Ohio 44333
Re: 125,000 Shares of 6.00% Cumulative Perpetual Convertible Special Stock,
without par value, of A. Schulman, Inc.
Ladies and Gentlemen:
We have acted as counsel for A. Schulman, Inc., a Delaware corporation (the Company), in connection with the issuance and sale of 125,000 shares (the Special Shares) of the Companys 6.00% Cumulative Perpetual Convertible Special Stock, without par value, pursuant to an Underwriting Agreement, dated as of April 28, 2015 (the Underwriting Agreement), among the Company, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting as representatives of the several underwriters named in Schedule 1 thereto.
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:
1. The Special Shares, upon their issuance and sale in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable.
2. The shares of common stock, par value $1.00 per share (the Common Shares and, together with the Special Shares, the Securities), of the Company initially issuable upon conversion of the Special Shares pursuant to the Restated Certificate of Incorporation of the Company, as amended (the Certificate of Incorporation), when they are issued upon conversion of the Special Shares pursuant to the terms of the Certificate of Incorporation, will be validly issued, fully paid and nonassessable.
In rendering the opinions above, we have assumed that the resolutions authorizing the Company to issue and deliver the Common Shares upon conversion of the Special Shares will be in full force and effect at all times at which the Common Shares are issued and delivered by the Company.
The opinions expressed herein are limited to the laws of the State of Delaware and we express no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof filed by the Company and incorporated by reference into the Registration Statement on Form S-3 (Registration No. 333-203670) (the Registration Statement), filed by the Company to effect the registration of the Securities under the Securities Act of 1933 (the Act) and to the reference to Jones Day under the caption Legal Matters in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of
ALKHOBAR AMSTERDAM ATLANTA BEIJING BOSTON BRUSSELS CHICAGO CLEVELAND COLUMBUS DALLAS DUBAI DÜSSELDORF FRANKFURT HONG KONG HOUSTON IRVINE JEDDAH LONDON LOS ANGELES MADRID MEXICO CITY MIAMI MILAN MOSCOW MUNICH NEW YORK PARIS PERTH PITTSBURGH RIYADH SAN DIEGO SAN FRANCISCO SÃO PAULO SHANGHAI SILICON VALLEY SINGAPORE SYDNEY TAIPEI TOKYO WASHINGTON
A. Schulman, Inc. May 4, 2015 Page 2 |
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persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours, |
/s/ Jones Day |