EX-5.1 2 ex_174050.htm EXHIBIT 5.1 ex_174050.htm

Exhibit 5.1

 

330 North Wabash Avenue

Suite 2800

Chicago, Illinois  60611

Tel: +1.312.876.7700  Fax: +1.312.993.9767

www.lw.com

   
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February 27, 2020

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Libbey Inc.

300 Madison Avenue

Toledo, Ohio 43604

 

 

 

Re:

Registration Statement on Form S-8 with respect to 1,750,000 shares of

Common Stock, par value $.01 per share

 

Ladies and Gentlemen:

 

We have acted as counsel to Libbey, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 1,750,000 shares of common stock of the Company, par value $0.01 per share (the “Shares”), pursuant to the Amended and Restated Libbey Inc. 2016 Omnibus 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 February 27, 2020 (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 issue 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 General Corporation Law of the State of Delaware and we express no opinion with respect to any other laws.

 

 

February 27, 2020

Page 2

 

 

 

 

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 purchasers and have been issued by the Company against payment therefor in the circumstances contemplated by the Plan, including the receipt of payment for such Shares in an amount of cash or other legal consideration of not less than the aggregate par value for such Shares, and assuming in each case that the individual grants or Plan are duly authorized by all necessary corporate action and duly 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 issue and sale of such 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 provided in the General Corporation Law of the State of Delaware.

 

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