EX-5 2 exhibit5-legalopinion.htm OPINION AND CONSENT OF LEGAL COUNSEL Exhibit


Exhibit 5
fbdletterhead.jpg
Faegre Baker Daniels LLP
2200 Wells Fargo Center, 90 South Seventh Street
Minneapolis, Minnesota 55402-3901
Phone +1 612 766 7000
Fax +1 612 766 1600

April 25, 2018


The Board of Directors
Fastenal Company
2001 Theurer Boulevard
Winona, MN 55987


Ladies and Gentlemen:

We have acted as counsel to Fastenal Company, a Minnesota corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of up to 2,500,000 shares of common stock, par value $.01 per share (the “Shares”), of the Company, to be issued by the Company pursuant to the Company’s Non-Employee Director Stock Option Plan (the “Plan”).
 
For purposes of this opinion letter, we have examined the Registration Statement, the Plan, the Restated Articles of Incorporation of the Company, as currently in effect, the Restated By-Laws of the Company, as currently in effect, and the resolutions of the Company’s board of directors authorizing the issuance of the Shares. We have also examined originals, or duplicates or certified or conformed copies, of such corporate records and other records, agreements, instruments and documents as we have deemed necessary as a basis for the opinions hereinafter expressed, and have reviewed such matters of law as we have deemed relevant hereto.  As to questions of fact material to this opinion, we have relied upon certificates, statements or representations of public officials and of officers and other representatives of the Company, without any independent verification thereof.
 
In rendering the opinions set forth below, we have assumed: (i) the legal capacity of all natural persons; (ii) the genuineness of all signatures; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies; (v) the authenticity of the originals of such latter documents; (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments, certificates and records we have reviewed; and (vii) the absence of any undisclosed modifications to the agreements and instruments reviewed by us. We have also assumed that the Company’s board of directors, or a duly authorized committee thereof, will have approved the issuance of each award under the Plan prior to the issuance thereof.
 
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, it is our opinion that all necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of the Shares to be issued in accordance with the Plan and that, when (a) issued and sold as contemplated in the Registration Statement and in accordance with the Plan and the terms of the applicable awards granted under the Plan, and (b) where applicable, the consideration for the Shares specified in the Plan and the terms of any awards granted under the Plan has been received by the Company, the Shares will be validly issued, fully paid and nonassessable under the current laws of the State of Minnesota.
 
We are admitted to the practice of law in the State of Minnesota and the foregoing opinions are limited to the laws of that state.
 



This opinion speaks only as of the date the Registration Statement becomes effective under the Securities Act, and we assume no obligation to revise or supplement this opinion thereafter. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.


Very truly yours,
FAEGRE BAKER DANIELS LLP
By:
/s/ Nicole J. Leimer
 
Nicole J. Leimer

- 2 -