EX-5.2 3 a19-10495_5ex5d2.htm EX-5.2

Exhibit 5.2

 

 

May 24, 2019

 

SMTC Corporation

7050 Woodbine Ave., Suite 300

Markham, Ontario, Canada L3R 4G8

 

Ladies and Gentlemen:

 

We have acted as counsel to SMTC Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder (the “Rules”), of a prospectus supplement dated May 24, 2019 (the “Prospectus Supplement”) to the Company’s registration statement on Form S-3 (No. 333-230377) (the “Registration Statement”), including the prospectus dated April 9, 2019 contained therein (together with the Prospectus Supplement, the “Prospectus”), relating to the distribution of nontransferable subscription rights (the “Rights”) to its stockholders and warrant holders. Each Right reflects the right of the holder to purchase one share of the Company’s common stock, par value $0.01 per share (“Common Stock”), for each 8.2 shares of Common Stock owned (or, in the case of the warrant holders, shares of Common Stock issuable upon exercise) at a purchase price of $3.14 per share (such shares of Common Stock underlying all of the Rights, the “Rights Shares”). The aggregate Rights may be exercised for an aggregate amount of up to 2,909,547 Rights Shares.

 

In our capacity as counsel to the Company, we have examined the Registration Statement, the Prospectus and such documents, records and instruments as we have deemed necessary for the purposes of this opinion. In such examination, we have assumed the following without investigation: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) he truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

 

Based upon the foregoing, it is our opinion that:

 

1.                      When the Rights have been issued and delivered as contemplated in the Registration Statement and Prospectus, the Rights will be valid and binding obligations of the Company.

 

2.                      When the Rights Shares have been issued and delivered upon exercise of the Rights in accordance with the terms of the Registration Statement and Prospectus against the receipt of requisite consideration provided therein, and have been registered by the

 

 

Company’s registrar, the Rights Shares will be validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K dated May 24, 2019, incorporated by reference into the Registration Statement, and to the reference to our firm in the Prospectus relating thereto under the heading “Legal Matters.” In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or related Rules, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act or related rules.

 

 

Very truly yours,

 

 

 

/s/ Perkins Coie LLP

 

 

 

PERKINS COIE LLP

 

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