Attached files
file | filename |
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8-K - FORM 8-K - TELEFLEX INC | y91654e8vk.htm |
EX-5.2 - EX-5.2 - TELEFLEX INC | y91654exv5w2.htm |
EX-4.2 - EX-4.2 - TELEFLEX INC | y91654exv4w2.htm |
EX-1.1 - EX-1.1 - TELEFLEX INC | y91654exv1w1.htm |
Exhibit 5.1
June 13, 2011
Teleflex Incorporated
155 South Limerick Road
Limerick, Pennsylvania 19468
155 South Limerick Road
Limerick, Pennsylvania 19468
Ladies and Gentlemen:
We have acted as counsel to Teleflex Incorporated, a Delaware corporation (the Company) and
the Guarantors listed on Schedule I hereto (the Guarantors) in connection with the Registration
Statement on Form S-3 filed by the Company with the Securities and Exchange Commission (the
Commission) under the Securities Act of 1933, as amended (the Securities Act), on August 2,
2010, as amended by Post-Effective Amendment No. 1 thereto filed with the Commission by the Company
and the Guarantors on June 1, 2011 (the Registration Statement), relating to the issuance by the
Company of $250,000,000 aggregate principal amount of 6.875% Senior Subordinated Notes due 2019
(the Securities) and the issuance by the Guarantors of guarantees (the Guarantees) with respect
to the Securities pursuant to the Underwriting Agreement, dated June 8, 2011 (the Underwriting
Agreement), among the Company, the Guarantors, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Goldman, Sachs & Co. and J.P. Morgan Securities LLC. The Securities and the Guarantees will be
issued under the Indenture dated as of August 2, 2010 (the Base Indenture) between the Company
and Wells Fargo Bank, N.A., as trustee (the Trustee), as supplemented by the Second Supplemental
Indenture relating to the Securities and the Guarantees dated as of June 13,
2011 (the Second Supplemental Indenture and, together with the Base Indenture, the
Indenture).
We have examined the Registration Statement, Post-Effective Amendment No. 1, the Base
Indenture, which has been filed with the Commission as an exhibit to the Registration Statement,
and the Second Supplemental Indenture, which is being filed with the Commission on the date hereof.
We also have examined the originals, or duplicates or certified or conformed copies, of such
records, agreements, documents and other instruments and have made such other investigations as we
have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to
questions of fact material to this opinion, we have relied upon certificates or comparable
documents of public officials and of officers and representatives of the Company and the
Guarantors.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us as duplicates or
certified or conformed copies and the authenticity of the originals of such latter documents. We
also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.
We have assumed further that (1) each of the Guarantors listed on Schedule II hereto (the
Pennsylvania Guarantors) is validly existing and in good standing under the law of the
Commonwealth of Pennsylvania, (2) each of the Pennsylvania Guarantors has duly authorized, executed
and delivered the Second Supplemental Indenture in accordance with the law of the Commonwealth of
Pennsylvania and (3) the execution, delivery and performance by each of the Pennsylvania Guarantors
of the Second Supplemental Indenture (including the Guarantees set
forth therein) (A) do not and will not violate the law of the Commonwealth of Pennsylvania or
any other applicable laws (excepting the law of the State of New York and the federal laws of the
United States) and (B) do not and will not constitute a violation of its charter, by-laws or
similar organizational documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations
stated herein, we are of the opinion that:
1. Upon the due authentication, issuance and delivery of the Securities and payment
therefor in accordance with the Underwriting Agreement, the Securities will constitute valid
and legally binding obligations of the Company enforceable against the Company in accordance
with their terms.
2. Upon the issuance and delivery of the Guarantees and the due authentication,
issuance and delivery of the Securities and payment therefor in accordance with the
Underwriting Agreement, the Guarantees set forth in the Second Supplemental Indenture will
constitute valid and legally binding obligations of the Guarantors enforceable against the
Guarantors in accordance with their terms.
Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting
creditors rights generally, (ii) general equitable principles (whether considered in a proceeding
in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
We do not express any opinion herein concerning any law other than the law of the State of New
York, the federal law of the United States, the Delaware General Corporation Law (including the
statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial
decisions interpreting the foregoing), the Delaware Limited Liability Company Act (including the
statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial
decisions interpreting the foregoing) and the law of the State of California (only with respect to
the matters described in the opinion in paragraph 2 above).
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Companys Current
Report on Form 8-K filed on June 13, 2011 and to the use of our name under the caption Validity of
the Securities in the Prospectus included in the Registration Statement, as supplemented by the
prospectus supplement dated June 8, 2011.
Very truly yours, |
||||
/s/ SIMPSON THACHER & BARTLETT LLP | ||||
SIMPSON THACHER & BARTLETT LLP | ||||
Schedule I
Guarantors
Jurisdiction of | ||
Entity | Formation | |
Airfoil Technologies International-California, Inc.
|
DE | |
Airfoil Technologies International-Ohio, Inc.
|
DE | |
Arrow International Investment Corp.
|
DE | |
Arrow Interventional Inc.
|
DE | |
Specialized Medical Devices LLC
|
DE | |
Technology Holding Company
|
DE | |
Technology Holding Company II
|
DE | |
Technology Holding Company III
|
DE | |
Teleflex Holding Company II
|
DE | |
TFX Equities Incorporated
|
DE | |
TFX Group LLC
|
DE | |
TFX International Corporation
|
DE | |
TFX Medical Wire Products, Inc.
|
DE | |
TFX North America Inc.
|
DE | |
VasoNova, Inc.
|
DE | |
The Stepic Medical Distribution Corporation
|
NY | |
Teleflex Medical Incorporated
|
CA | |
Arrow International, Inc.
|
PA | |
Arrow Medical Products Ltd
|
PA |
Schedule II
Pennsylvania Guarantors
Jurisdiction of | ||
Entity | Formation | |
Arrow International, Inc.
|
PA | |
Arrow Medical Products Ltd
|
PA |