Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Commercial Vehicle Group, Inc. | c57051e8vk.htm |
| EX-1.1 - EX-1.1 - Commercial Vehicle Group, Inc. | c57051exv1w1.htm |
| EX-99.2 - EX-99.2 - Commercial Vehicle Group, Inc. | c57051exv99w2.htm |
| EX-99.1 - EX-99.1 - Commercial Vehicle Group, Inc. | c57051exv99w1.htm |
Exhibit 5.1
300 North LaSalle Street
Chicago, Illinois 60654
Chicago, Illinois 60654
| 312 862-2000 | ||||
| www.kirkland.com | Facsimile: 312 862-2200 |
March 19, 2010
Commercial Vehicle Group, Inc.
7800 Walton Parkway
New Albany, Ohio 43054
7800 Walton Parkway
New Albany, Ohio 43054
Ladies and Gentlemen:
We have acted as special counsel to Commercial Vehicle Group, Inc., a Delaware corporation
(the “Company”), in connection with the registration under the Securities Act of 1933, as
amended (the “Securities Act”), of the offer and sale of up to an aggregate of 4,370,000
shares of the Company’s common stock, par value $0.01 per share (the “Shares”) (which
includes up to 570,000 shares that may be issued upon exercise of the Underwriter’s (as defined
below) option to purchase additional Shares to cover over-allotments, if any) pursuant to the terms
of the Underwriting Agreement (the “Underwriting Agreement”), dated March 18, 2010, between
the Company and Robert W. Baird & Co. Incorporated, as the Underwriter named in Schedule I thereto
(the “Underwriter”). The Shares are being offered and sold under a registration statement
on Form S-3 under the Securities Act originally filed with the Securities and Exchange Commission
(the “Commission”) on November 20, 2009 (Registration No. 333-163276) (such Registration
Statement, as amended and supplemented, the “Registration Statement”), including a base
prospectus dated February 4, 2010 (the “Base Prospectus”), a preliminary prospectus
supplement dated March 18, 2010 (the “Preliminary Prospectus Supplement”) and a final
prospectus supplement dated March 18, 2010 (together with the Base Prospectus and the Preliminary
Prospectus Supplement, the “Prospectus”).
In connection with the registration of the Shares, 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
organizational documents of the Company, (ii) minutes and records of the corporate proceedings of
the Company, (iii) the Registration Statement and the exhibits thereto and the Prospectus and (iv)
the Underwriting Agreement.
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 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
Commercial Vehicle Group, Inc.
March 19, 2010
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March 19, 2010
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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.
Based upon and subject to the qualifications, assumptions and limitations set forth herein, we
are of the opinion that the Shares have been duly authorized by appropriate corporate action of the
Company, and, upon the issuance, sale and delivery against payment therefor in the manner
contemplated by the Underwriting Agreement, the Shares will be validly issued, fully paid and
non-assessable.
Our opinion expressed above is 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
Company’s Current Report on Form 8-K and to its incorporation by reference into the Registration
Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the
Prospectus constituting part of 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 Securities Act or the rules and regulations of the Commission.
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 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
hereof and we assume no obligation to revise or supplement this opinion after the date hereof
should the General Corporation Law of the State of Delaware be changed by legislative action,
judicial decision or otherwise after the date hereof.
Sincerely,
/s/ KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS LLP
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