Attached files
| file | filename |
|---|---|
| S-1/A - S-1 AMENDMENT NO. 2 - PGT Innovations, Inc. | pgt_s1a.htm |
| EX-4.2 - SUBSCRIPTION AGENT AGREEMENT - PGT Innovations, Inc. | ex4-2.htm |
| EX-23.1 - CONSENT OF ERNST & YOUNG LLP - PGT Innovations, Inc. | ex23-1.htm |
Exhibit
5.1
[Letterhead
of Skadden, Arps, Slate, Meagher & Flom LLP]
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February
8, 2010
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PGT,
Inc.
1070
Technology Drive
North
Venice, Florida 34275
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Re:
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PGT,
Inc.
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|
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Registration
Statement on Form S-1
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(File
No. 333-164028)
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Ladies
and Gentlemen:
We
have acted as special counsel to PGT, Inc., a Delaware corporation (the
“Company”), in connection with the Registration Statement on Form S-1, as
amended (the “Registration Statement”), initially filed by the Company on
December 24, 2009 with the United States Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”). The Registration Statement includes a prospectus (the
“Prospectus”) to be furnished to stockholders of the Company in connection with
the issuance by the Company to its stockholders of non-transferable subscription
rights (the “Rights”) entitling the holders thereof to purchase shares of common
stock, par value $0.01 per share (the “Common Stock”), of the Company (the
“Rights Offering”). The Registration Statement relates to the Rights
and 20,382,326 shares (the “Rights Shares”) of Common Stock that may be issued
and sold by the Company upon exercise of the Rights. The Rights and
the Rights Shares are collectively referred to herein as the
“Securities.”
This
opinion is being furnished in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Securities Act.
In
connection with this opinion, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of (i) the Registration Statement, as
amended to the date hereof; (ii) the Amended and Restated Certificate of
Incorporation of the Company, as amended to the date hereof and as certified by
the Secretary of State of the State of Delaware; (iii) the Amended and Restated
By-Laws of the Company, as amended to the date hereof and as currently in effect
and as certified by the Secretary of the Company; (iv) certain resolutions
adopted by the board of directors of the Company relating to the registration of
the Securities, the terms of the Rights Offering and related matters; (v) a
specimen certificate representing the Common Stock; (vi) a specimen certificate
representing the Rights; and (vii) a certificate issued by the Secretary of
State of the State of Delaware, dated the date hereof, as to the existence and
good standing of
the
Company in the State of Delaware. We also have examined originals or
copies, certified or otherwise identified to our satisfaction, of such records
of the Company and such agreements, certificates of public officials,
certificates of officers or other representatives of the Company and others, and
such other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In
our examination, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as facsimile, certified, conformed or photostatic copies, and the
authenticity of the originals of such copies. In making our
examination of executed documents, we have assumed that the parties thereto,
other than the Company, had the power, corporate or other, to enter into and
perform all obligations thereunder, and we have also assumed (i) the due
authorization by all requisite action, corporate or other, (ii) the due
execution and delivery of such documents, and (iii) the validity and binding
effect thereof, in each case, by or on all parties thereto (other than the
Company). In rendering our opinions herein, we have assumed that the
certificates evidencing the Rights Shares will be signed by one of the
authorized officers of the transfer agent and registrar for the Common Stock and
registered by such transfer agent and registrar and will conform to the specimen
certificate examined by us representing the Common Stock. As to any
facts material to the opinions expressed herein which we have not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Company and others.
Members
of our firm are admitted to the bar in the State of Delaware, and we do not
express any opinion as to the laws of any jurisdiction other than the corporate
laws of the State of Delaware (and we do not express any opinion as to the
effect of any other laws on the opinions expressed herein).
Based
upon and subject to the foregoing and to the other qualifications and
limitations set forth herein, we are of the opinion that when the Registration
Statement becomes effective under the Securities Act:
1. The
Rights have been duly authorized by the Company and, when issued, will be the
valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms, except to the extent that enforcement thereof may
be limited by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium, or other similar laws now or hereafter in effect relating to
creditors' rights generally and (b) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in
equity).
2. The
Rights Shares have been duly authorized by the Company and, when issued and
delivered against payment therefor upon due exercise of Rights as
2
contemplated
in the Prospectus, the Rights Shares will be validly issued, fully paid and
nonassessable.
We
hereby consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement. We also consent to the reference to
our firm under the caption “Legal Matters” in the Registration
Statement. In giving this consent, we do not thereby admit that we
are included in the category of persons whose consent is required under Section
7 of the Securities Act or the rules and regulations of the Commission
promulgated thereunder. This opinion is expressed as of the date
hereof unless otherwise expressly stated, and we disclaim any undertaking to
advise you of any subsequent changes in the facts stated or assumed herein or of
any subsequent changes in applicable laws.
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Very
truly yours,
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/s/
Skadden, Arps, Slate, Meagher & Flom
LLP
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