Attached files
Exhibit 5.1
December 6, 2012
Roadrunner Transportation Systems, Inc.
4900 S. Pennsylvania Ave.
Cudahy, Wisconsin 53110
Re: | Registration Statement on Form S-3 |
Dear Ladies and Gentlemen:
We have acted as special counsel to Roadrunner Transportation Systems, Inc., a Delaware corporation (the Company), in connection with the registration under the Securities Act of 1933, as amended (the Securities Act), of the offer and sale of up to an aggregate of 4,025,000 shares of the Companys common stock, par value $0.01 per share (the Shares) (which includes 3,400,000 shares of common stock to be sold by the Company, 100,000 shares of common stock to be sold by a selling stockholder, and an over-allotment option granted by the Company to the underwriters to purchase up to 525,000 additional shares of common stock to cover over-allotments, if any) pursuant to the terms of the Underwriting Agreement (the Underwriting Agreement), dated December 6, 2012, among the Company, the Selling Stockholder named therein, and Robert W. Baird & Co. Incorporated, as representative of the several underwriters named in Schedule I thereto. The Shares are being offered and sold under a Registration Statement on Form S-3 under the Securities Act originally filed with the Securities and Exchange Commission (the Commission) on August 10, 2011 (Registration No. 333-176225) (such Registration Statement, as amended and supplemented, the Registration Statement), including a base prospectus dated August 31, 2011 (the Base Prospectus), a preliminary prospectus supplement dated December 5, 2012 (the Preliminary Prospectus Supplement), and a final prospectus supplement dated December 6, 2012 (the Final Prospectus Supplement, and together with the Base Prospectus and the Preliminary Prospectus Supplement, the Prospectus).
With respect to the opinion set forth below, we have examined originals, certified copies, or copies otherwise identified to our satisfaction as being true copies of such documents, corporate records, certificates of public officials, and other instruments as we have deemed necessary for the purposes of rendering the opinion set forth herein.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies, and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company, and the due authorization, execution, and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company. |
GREENBERG TRAURIG, LLP ATTORNEYS AT LAW WWW.GTLAW.COM
2375 East Camelback Road, Suite 700 Phoenix, Arizona 85016 Tel 602.445.8000 Fax 602.445.8100
Roadrunner Transportation Systems, Inc.
December 6, 2012
Page 2
Based solely upon and subject to the foregoing, and subject to the assumptions, limitations, and qualifications stated herein, we are of the opinion that (A) the portion of the Shares to be sold by the Company have been duly authorized and, when issued, delivered, and paid for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid, and non-assessable; and (B) the portion of the Shares to be sold by the selling stockholder have been validly issued and are fully paid and non-assessable.
We render this opinion with respect to, and express no opinion herein concerning the application or effect of the law of any jurisdiction other than, the existing laws of the United States of America, and of the Delaware General Corporation Law, the Delaware Constitution, and reported judicial decisions relating thereto.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Companys Current Report on Form 8-K filed as of the date hereof and to the reference to this firm under the caption Legal Matters in the Prospectus constituting a part of the Registration Statement. In giving this consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.
Sincerely,
/s/ Greenberg Traurig, LLP
Greenberg Traurig, LLP