EX-5.1 2 a16-19894_1ex5d1.htm EX-5.1

Exhibit 5.1

 

 

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA  19103-2799

215.981.4000

Fax 215.981.4750

 

 

October 17, 2016

 

Carpenter Technology Corporation
PO Box 14662
Reading, PA 19612-4662

 

Ladies and Gentlemen:

 

We have acted as counsel to Carpenter Technology Corporation, a Delaware corporation (the “Company”), in connection with the preparation of a registration statement (the “Registration Statement”) of the Company on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), and the filing of the Registration Statement with the Securities and Exchange Commission.  The Registration Statement relates to the offer and sale from time to time by a certain stockholder of the Company identified in the Registration Statement of up to 56,217 shares of the Company’s common stock, par value $5.00 per share (the “Shares”) pursuant to Rule 415 under the Securities Act.

 

We have examined originals, or copies certified to our satisfaction, of the Registration Statement, the exhibits to the Registration Statement, the Company’s Restated Certificate of Incorporation, the Company’s By-laws, as amended, certain resolutions of the board of directors of the Company and such other documents, corporate records, and instruments, and have examined such laws and regulations as we have deemed necessary for purposes of rendering the opinions set forth herein.  In rendering this opinion, we have assumed: (a) the legal capacity of all natural persons; (b) the genuineness of all signatures; (c) the authenticity of all documents submitted to us as originals; (d) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies; (e) the authenticity of the originals of such latter documents; (f) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments, certificates and records we have reviewed; and (g) the absence of any undisclosed modifications to the agreements and instruments reviewed by us. As to any facts material to the opinions expressed herein, which were not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.

 

Based upon the foregoing, we are of the opinion that the Shares are validly issued, fully paid and nonassessable.

 

We express no opinion herein as to the law of any state or jurisdiction other than the laws of the State of Delaware, including statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such laws of the State of Delaware, and the federal laws of the United States of America.

 

We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

 

We hereby consent to the reference to our firm under the section “Legal Matters” in the prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not admit that we are within the category of persons

 

Philadelphia

 

Boston

 

Washington, D.C.

 

Los Angeles

 

New York

 

Pittsburgh

Detroit

Berwyn

 

Harrisburg

Orange County

Princeton

Wilmington

 

www.pepperlaw.com

 



 

whose consent is required by Section 7 of the Act. Except as otherwise set forth herein, this opinion may not be used, circulated, quoted or otherwise referred to for any purpose or relied upon by any other person without the express written permission of this firm.

 

 

Very truly yours,

 

 

 

/s/ Pepper Hamilton LLP

 

 

 

Pepper Hamilton LLP

 

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