Attached files
Exhibit 5.1
King & Spalding LLP 1180 Peachtree Street N.E. Atlanta, GA 30309-3521 www.kslaw.com |
November 30, 2010
FleetCor Technologies, Inc.
655 Engineering Drive
Suite 300
Norcross, Georgia 30092-2830
Re: | Registration Statement on Form S-1 (File No. 333-166092) |
Ladies and Gentlemen:
We have acted as counsel to FleetCor Technologies, Inc., a Delaware corporation (the Company), in connection with the preparation of the Registration Statement on Form S-1 (Registration No. 333-166092) (as amended, and including any subsequent registration statement on Form S-1 filed pursuant to Rule 462(b), the Registration Statement) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the Act). The Registration Statement relates to the sale of (1) up to 430,961 shares (together with any additional shares that may be sold by the Company pursuant to Rule 462(b) under the Act, the Primary Shares) of the Companys Common Stock, par value $0.001 per share (the Common Stock), by the Company and (2) up to 14,145,289 shares (including 1,901,250 shares subject to an over-allotment option) of Common Stock (together with any additional shares that may be sold by the Selling Stockholders (as defined below) pursuant to Rule 462(b) under the Act, the Secondary Shares) to be sold by certain selling stockholders named in the Registration Statement (the Selling Stockholders).
In connection with this opinion, we have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth, including, but not limited to, the following:
1. | the Registration Statement; |
2. | the form of the Underwriting Agreement (the Underwriting Agreement), included as Exhibit 1.1 to the Registration Statement; |
3. | the form of the Amended and Restated Certificate of Incorporation of the Company, included as Exhibit 3.1 to the Registration Statement; and |
4. | the form of the Amended and Restated Bylaws of the Company, included as Exhibit 3.2 to the Registration Statement. |
FleetCor Technologies, Inc.
November 30, 2010
Page 2
In all such examinations, we have assumed the genuineness of signatures on all documents submitted to us as originals and the conformity to original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. As to matters of fact material to this opinion, we have relied, without independent verification, upon statements and representations of representatives of the Company and public officials.
In delivering this opinion, we have further assumed that (i) prior to the completion of the offering, the Company will adopt the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Certificate of Incorporation will be filed with the Secretary of State of the State of Delaware in the form we have reviewed, (ii) prior to the completion of the offering, the Company will adopt the Amended and Restated Bylaws of the Company in the form we have reviewed and (iii) at the time of the issuance of the Primary Shares, there will be a sufficient number of authorized and unissued shares of Common Stock that have not been previously subscribed for, reserved or otherwise committed to be issued, available to issue the Primary Shares.
This opinion is limited in all respects to the corporate laws of the State of Delaware (which includes the Delaware General Corporation Law, applicable provisions of the Delaware Constitution and reported judicial interpretations concerning those laws), and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.
Based upon the foregoing, and subject to all of the assumptions, limitations and qualifications set forth herein, we are of the opinion that (1) the Primary Shares have been duly authorized and, when issued, delivered and paid for as contemplated in the Registration Statement and in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable and (2) the Secondary Shares have been duly authorized and will be validly issued, fully paid and nonassessable.
This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein. This opinion is being rendered for the benefit of the Company in connection with the matters addressed herein.
We consent to the filing of this opinion as an Exhibit to the Registration Statement and to the reference to us under the caption Legal Matters in the Registration Statement.
Very truly yours, |
/s/ King & Spalding LLP |
King & Spalding LLP |