EX-5.1 2 a18-41844_1ex5d1.htm EX-5.1

Exhibit 5.1

 

 

811 Main Street, Suite 3700

 

Houston, TX 77002

 

Tel: +1.713.546.5400 Fax: +1.713.546.5401

 

www.lw.com

 

 

FIRM / AFFILIATE OFFICES

 

Beijing

Moscow

 

Boston

Munich

 

Brussels

New York

 

Century City

Orange County

 

Chicago

Paris

December 21, 2018

Dubai

Riyadh

 

Düsseldorf

Rome

 

Frankfurt

San Diego

 

Hamburg

San Francisco

 

Hong Kong

Seoul

 

Houston

Shanghai

 

London

Silicon Valley

 

Los Angeles

Singapore

 

Madrid

Tokyo

 

Milan

Washington, D.C.

Archrock, Inc.

 

 

9807 Katy Freeway, Suite 100

 

 

Houston, Texas 77024

 

 

 

Re:                                                                             Registration Statement on Form S-8 with respect to 2,832,994 shares of Common Stock, par value $0.01 per share, of Archrock, Inc.

 

Ladies and Gentlemen:

 

We have acted as special counsel to Archrock, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of 2,832,994 shares of common stock, $0.01 par value per share (the “Shares”), issuable under the Archrock, Inc. 2013 Stock Incentive Plan (the “Plan”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on December 21, 2018 (the “Registration Statement”). 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 related prospectus, other than as expressly stated herein with respect to the issuance 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 Delaware General Corporation Law (“DGCL”), and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, 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 Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipient, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by and pursuant to the Plan, and assuming in each case that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action of the Company and

 


 

December 21, 2018

Page 2

 

 

duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and 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 in the DGCL.

 

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 Registration Statement. 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

 

 

 

Latham & Watkins LLP