EX-5.1 2 s_8exhibit5x1.htm POOL LEGAL CONSENT AND OPINION Exhibit


EXHIBIT 5.1


May 6, 2016

Pool Corporation
109 Northpark Boulevard
Covington, Louisiana 70433

Ladies and Gentlemen:

We have acted as counsel to Pool Corporation, a Delaware corporation (the “Company”), in connection with the Company’s preparation of a registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission with respect to registration under the Securities Act of 1933, as amended, of an additional 3,900,000 shares of common stock of the Company, $0.001 par value (the “Common Stock”), to be issued under the Pool Corporation Amended and Restated 2007 Long-Term Incentive Plan (the “Plan”).

We have examined instruments, documents, and records that we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (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) the 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, we are of the opinion that the shares of Common Stock to be issued by the Company pursuant to the Plan after the filing of this Registration Statement, are validly authorized shares of Common Stock and, when issued in accordance with the provisions of the Plan, will be legally issued, fully paid, and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever it appears in the Registration Statement. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.


                
/S/ JONES WALKER LLP
      JONES WALKER LLP