Attached files
| file | filename |
|---|---|
| S-1/A - AMERICAN PACIFIC INVESTCORP LP | v194121_s-1a.htm |
| EX-3.1 - AMERICAN PACIFIC INVESTCORP LP | v194121_ex3-1.htm |
| EX-3.3 - AMERICAN PACIFIC INVESTCORP LP | v194121_ex3-3.htm |
| EX-3.2 - AMERICAN PACIFIC INVESTCORP LP | v194121_ex3-2.htm |
| EX-23.1 - AMERICAN PACIFIC INVESTCORP LP | v194121_ex23-1.htm |
EXHIBIT 5.1
August
23, 2010
American
Pacific Investcorp, LP
295
Madison Avenue, 2nd
Floor
New York,
NY 10017
Ladies
and Gentlemen:
We have
acted as counsel to American Pacific Investcorp, LP, a Delaware limited
partnership (the “Partnership”), in connection with the registration under the
Securities Act of 1933, as amended (the “Securities Act”), of the offering and
sale of up to an aggregate of 17,000,000 common units representing limited
partner interests in the Partnership (the “Common Units”).
We
are rendering this opinion as of the time the Registration Statement (defined
below) becomes effective in accordance with Section 8(a) of the Securities
Act.
As the
basis for the opinion hereinafter expressed, we examined such statutes,
including the Delaware Revised Uniform Limited Partnership Act (the “Delaware
Act”), corporate records and documents, certificates of corporate and public
officials, and other instruments and documents as we deemed necessary or
advisable for the purposes of this opinion. In such examination, we assumed the
authenticity of all documents submitted to us as originals and the conformity
with the original documents of all documents submitted to us as
copies.
Based
on the foregoing and on such legal considerations as we deem relevant, we are of
the opinion that:
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1.
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The
Partnership has been duly formed and is validly existing as a limited
partnership under the Delaware Act.
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2.
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The
Common Units, when issued and delivered on behalf of the Partnership
against payment therefor as described in the Partnership’s Registration
Statement on Form S-1 to which this opinion is an exhibit and relating to
the Common Units (the “Registration Statement”), will be duly authorized,
validly issued, fully paid and
nonassessable.
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The
opinions expressed herein are limited in all respects to federal law of the
United States of America and the Delaware Act, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.
We hereby
consent to the reference to us under the heading “Validity of the Common Units”
in the prospectus forming a part of the Registration Statement and to the filing
of this opinion as an exhibit to the Registration Statement, but we do not
thereby admit that we are within the class of persons whose consent is required
under the provisions of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission issued
thereunder.
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Very
truly yours,
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/s/
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JSBarkats,
PLLC
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