Attached files
file | filename |
---|---|
S-1/A - S-1/A - STAFFMARK HOLDINGS, INC. | y90786a2sv1za.htm |
EX-3.1 - EX-3.1 - STAFFMARK HOLDINGS, INC. | y90786a2exv3w1.htm |
EX-4.1 - EX-4.1 - STAFFMARK HOLDINGS, INC. | y90786a2exv4w1.htm |
EX-3.2 - EX-3.2 - STAFFMARK HOLDINGS, INC. | y90786a2exv3w2.htm |
EX-4.4 - EX-4.4 - STAFFMARK HOLDINGS, INC. | y90786a2exv4w4.htm |
EX-23.1 - EX-23.1 - STAFFMARK HOLDINGS, INC. | y90786a2exv23w1.htm |
EX-10.13 - EX-10.13 - STAFFMARK HOLDINGS, INC. | y90786a2exv10w13.htm |
EX-10.12 - EX-10.12 - STAFFMARK HOLDINGS, INC. | y90786a2exv10w12.htm |
Exhibit 5.1
[LETTERHEAD OF SQUIRE SANDERS & DEMPSEY (US) LLP]
2011
Staffmark Holdings, Inc.
435 Elm Street, Suite 300
Cincinnati, Ohio 45202
435 Elm Street, Suite 300
Cincinnati, Ohio 45202
Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen,
We have acted as special counsel to Staffmark Holdings, Inc., a Delaware corporation (the
Company), in connection with the preparation and filing with the U.S. Securities and Exchange
Commission (the Commission), pursuant to the Securities Act of 1933, as amended (the Securities
Act), of the Registration Statement on Form S-1 (Registration No. 333-173447) of the Company (as
amended through the date hereof and including all exhibits thereto, the Registration Statement),
including a related prospectus filed with the Registration Statement (the Prospectus), relating
to the proposed underwritten public offering (the Offering) of up to an aggregate of [] shares
(the Shares) of the Companys common stock, par value $0.001 per share (the Common Stock), to
be sold by the Company, which includes up to [] shares of Common Stock that may be sold by the
Company upon exercise of the over-allotment option granted to the underwriters of the Offering.
As such counsel and for purposes of our opinion set forth below, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such documents, resolutions,
certificates and instruments of the Company, certificates of public officials and such other
instruments and documents as we have deemed necessary or appropriate as a basis for the opinion set
forth below, including, without limitation: (i) the Registration Statement; (ii) the Prospectus;
(iii) the Companys Certificate of Incorporation, as currently in effect,
filed as Exhibit 3.3 to the Registration Statement; (iv) the Companys Bylaws,
as currently in effect, filed as Exhibit 3.4 to the Registration Statement; (v) the Companys
Amended and Restated Certificate of Incorporation, to become effective upon completion of the
Offering, filed as Exhibit 3.1 to the Registration Statement; (vi) the Companys Amended and
Restated Bylaws, to become effective upon completion of the Offering,
filed as Exhibit 3.2 to the
Registration Statement; and (vii) the Underwriting Agreement to be entered into by and between the
Company, UBS Securities LLC, BMO Capital Markets Corp, Robert W. Baird & Co. Inc., SunTrust
Robinson Humphrey, Inc., Avondale Partners LLC, CJS Securities Inc. and the other underwriters
named in Schedule A thereto, filed as Exhibit 1.1 to the Registration Statement (the Underwriting
Agreement).
In addition to the foregoing, we have made such investigations of law as we have deemed
necessary or appropriate as a basis for the opinion set forth herein.
In such examination and
in rendering the opinion expressed below, we have assumed, without independent investigation or
verification: (i) the genuineness of all signatures on all agreements, instruments, corporate records,
certificates and other documents submitted to us; (ii) the legal capacity and authority of all persons
or entities executing all agreements, instruments, corporate records,
Staffmark Holdings, Inc.
, 2011
Page 2
, 2011
Page 2
certificates and other documents submitted to us; (iii) the authenticity and completeness
of all agreements, instruments, corporate records, certificates and other documents submitted to us
as originals; (iv) that all agreements, instruments, corporate records, certificates and other
documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other
copies conform to authentic originals thereof, and that such originals are authentic and complete;
(v) the due authorization, execution and delivery of all agreements, instruments, certificates and
other documents by all parties thereto; (vi) that the statements contained in the certificates and
comparable documents of public officials, officers and representatives of the Company and other
persons on which we have relied for the purposes of this opinion set forth below are true and
correct; and (vii) that the officers and directors of the Company have properly exercised their
fiduciary duties. As to all questions of fact material to the opinion and as to the materiality of
any fact or other matter referred to herein, we have relied (without independent investigation)
upon certificates or comparable documents of officers and representatives of the Company. We also
have assumed that the Shares will be sold for a price per share not less than the par value per
share of the Common Stock, and that the Shares will be issued and sold as described in the
Registration Statement and the Underwriting Agreement.
Based upon the foregoing, and in reliance thereon, and subject to the limitations,
qualifications and exceptions set forth herein, we are of the opinion that the Shares, when sold
and issued in accordance with the Registration Statement and the Prospectus, with payment received
by the Company in the manner described in the Underwriting Agreement, will be validly issued, duly authorized, fully
paid and nonassessable.
Without limiting any of the other limitations, exceptions and qualifications stated elsewhere
herein, we express no opinion with regard to the applicability or effect of the law of any
jurisdiction other than, as in effect as of the date of this letter, the Delaware General
Corporation Law, the applicable provisions of the Delaware Constitution and reported judicial
decisions interpreting these laws.
This opinion letter deals only with the specified legal issues expressly addressed herein, and
you should not infer any opinion that is not explicitly stated herein from any matter addressed in
this opinion letter.
This opinion letter speaks as of the date hereof and we assume no obligation to advise you or
any other person with regard to any change after the date hereof in the circumstances or the law
that may bear on the matters set forth herein, even though the change may affect the legal
analysis, a legal conclusion or other matters in this opinion letter.
We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement
and to the reference to our firm under the caption Legal Matters in the Prospectus. In giving
this consent, we do not admit that we are within 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.
Very truly yours, |
||||