Attached files
file | filename |
---|---|
S-1/A - S-1/A - Mirion Technologies, Inc. | x51382aasv1za.htm |
EX-23.1 - EX-23.1 - Mirion Technologies, Inc. | x51382aaexv23w1.htm |
EX-3.1.2 - EX-3.1.2 - Mirion Technologies, Inc. | x51382aaexv3w1w2.htm |
EX-3.1.1 - EX-3.1.1 - Mirion Technologies, Inc. | x51382aaexv3w1w1.htm |
EXHIBIT 5.1
New York | Madrid | |||
Menlo Park | Tokyo | |||
Washington DC | Beijing | |||
London | Hong Kong | |||
Paris |
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, CA 94025
1600 El Camino Real
Menlo Park, CA 94025
May 24, 2010
Mirion Technologies, Inc.
Bishop Ranch 8
3000 Executive Parkway, Suite 222
San Ramon, California 94583
Bishop Ranch 8
3000 Executive Parkway, Suite 222
San Ramon, California 94583
Ladies and Gentlemen:
Mirion Technologies, Inc., a Delaware corporation (the Company), is filing with the Securities
and Exchange Commission a Registration Statement on Form S-1 (the Registration Statement) for the
purpose of registering under the Securities Act of 1933, as amended (the Securities Act),
12,650,000 shares of its common stock, par value $0.001 per share, of which 7,800,000 shares will
be sold by the Company (the Primary Securities), and up to 4,850,000 shares (the Secondary
Securities), which includes 1,650,000 shares subject to an over-allotment option granted by
certain selling stockholders (the Selling Stockholders) to the underwriters, will be sold by the
Selling Stockholders.
We, as your counsel, have examined such documents and such matters of fact and law that we have
deemed necessary for the purpose of rendering the opinion expressed herein. Based on the foregoing,
we advise you that, in our opinion:
i) When the price at
which the Primary Securities are to be sold has been approved by or on behalf of the Board
of Directors of the Company and when the Primary Securities have been issued and
delivered against payment therefor in accordance with the terms of the Underwriting
Agreement referred to in the Prospectus which is a part of the Registration Statement, the
Primary Securities will be validly issued, fully paid and non-assessable; and
ii) Subject to the conversion of the Companys Series A-1
Convertible Participating Preferred Stock, $0.001 par value, and Series A-2 Convertible
Participating Preferred Stock, $0.001 par value, pursuant to the Companys Amended and Restated
Certificate of Incorporation, the Secondary Securities will be validly issued,
fully paid and non-assessable.
The foregoing
opinion is limited to the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and
further consent to the reference to our name under the caption Legal Matters in the Prospectus
which is a part of the Registration Statement. In giving this consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP