EX-5.1 3 dex51.htm OPINION OF KIRKLAND & ELLIS LLP Opinion of Kirkland & Ellis LLP

Exhibit 5.1

 

[Letterhead of Kirkland & Ellis LLP]

 

July 15, 2005

 

Symmetry Medical Inc.

220 West Market Street

Warsaw, Indiana 46580

 

Ladies and Gentlemen:

 

We are acting as special counsel to Symmetry Medical Inc., a Delaware corporation (the “Company”), in connection with the proposed registration by the Company of 11,500,000 shares of its Common Stock, par value $0.0001 per share (the “Common Stock”), including 1,500,000 shares of Common Stock to cover over-allotments, if any, pursuant to a Registration Statement on Form S-1 (Registration No. 333-126133), originally filed with the Securities and Exchange Commission (the “Commission”) on June 27, 2005 under the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”). Of the shares of Common Stock to be registered pursuant to the Registration Statement, up to 500,000 shares are being offered by the Company (the “Primary Shares”), up to 10,372,667 shares are being offered by certain selling stockholders (the “Secondary Shares”), up to 434,090 shares to be issued upon the conversion or exercise of common stock purchase warrants pursuant to warrant agreements dated as of June 11, 2003 (the “Warrant Agreements”) are being offered by certain selling stockholders (“Warrant Shares”), and up to 193,243 shares to be issued upon the exercise of options issued under the Company’s 2002 Stock Option Plan and 2003 Stock Option Plan (the “Stock Option Plans”), as applicable, are being offered by certain selling stockholders (the “Option Shares”).

 

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the corporate and organizational documents of the Company, including the Amended and Restated Certificate of Incorporation of the Company, (ii) minutes and records of the corporate proceedings of the Company with respect to the issuance and sale of the Primary Shares, (ii) the applicable forms of Warrant Agreement and (iii) each of the Stock Option Plans and the applicable form of award agreement used thereunder.

 

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have


Symmetry Medical Inc.

July 15, 2005

Page 2

 

also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others.

 

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that:

 

(1) The Primary Shares are duly authorized, and, when the Registration Statement becomes effective under the Act, and when appropriate certificates representing the Primary Shares are duly countersigned and registered by the Company’s transfer agent/registrar and delivered to the Company’s underwriters against payment of the agreed consideration therefor in accordance with the Underwriting Agreement, the Primary Shares will be validly issued, fully paid and nonassessable.

 

(2) The Secondary Shares have been duly authorized, validly issued and fully paid and are nonassessable.

 

(3) The Warrant Shares and the Option Shares have been duly authorized and, when the Warrant Shares and the Option Shares have been duly issued in accordance with the terms of the applicable Warrant Agreement or Stock Option Plan and the award agreements issued thereunder and when the Warrant Shares and Option Shares are duly countersigned by the Company’s transfer agent/registrar, and upon receipt by the Company of the consideration to be paid therefor, the Warrant Shares and the Option Shares will be validly issued, fully paid and nonassessable.

 

Our opinions expressed above are subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware constitution and reported judicial decisions interpreting the foregoing).

 

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. 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 Act or the rules and regulations of the Commission. This opinion and consent may be incorporated by reference in a subsequent registration statement on Form S-1 filed pursuant to Rule 462(b) under the Act with respect to the registration of additional securities for sale in the offering contemplated by the Registration Statement and shall cover such additional securities, if any, registered on such subsequent registration statement.


Symmetry Medical Inc.

July 15, 2005

Page 3

 

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance and sale of the Primary Shares, the Secondary Shares, the Warrant Shares or the Option Shares.

 

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date that the Registration Statement becomes effective under the Act and we assume no obligation to revise or supplement this opinion after the date of effectiveness of the Registration Statement should the General Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise.

 

Sincerely,

 

KIRKLAND & ELLIS LLP