Attached files
| file | filename |
|---|---|
| 8-K - 8-K - REMY INTERNATIONAL, INC. | pressrelease12132012.htm |
| EX-99.1 - PRESS RELEASE - REMY INTERNATIONAL, INC. | nasdaqlistingrelease121320.htm |
Exhibit 5.1
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York , New York 10019
787 Seventh Avenue
New York , New York 10019
December 13, 2012
Remy International, Inc.
600 Corporation Drive
Pendleton, Indiana 46064
600 Corporation Drive
Pendleton, Indiana 46064
Ladies and Gentlemen:
We have acted as special counsel to Remy International, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of the Company’s Registration Statement on Form S-1, File No. 333-173081 (as amended, and including any subsequent registration statement on Form S-1 filed pursuant to Rule 462(b), the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to the registration of the offer, issuance and sale by the Company of the number of shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company specified in the Registration Statement (together with any additional shares that may be sold by the Company pursuant to Rule 462(b) under the Act, the “Shares”). The Shares are being sold to eligible employees of the Company and others pursuant to an Employee Stock Purchase Plan approved by the Company’s Board of Directors on September 11, 2012 (the “Employee Stock Purchase Plan”).
In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of the State of Delaware on December 12, 2012; (ii) the Third Amended and Restated Bylaws of the Company, effective as of December 13, 2012; (iii) the Registration Statement; (iv) the prospectus contained within the Registration Statement; (v) the prospectus, dated November 5, 2012, relating to the Shares (the “Final Prospectus”), in the form filed with the Commission pursuant to Rule 424(b) of the General Rules and Regulations of the Act (the “Rules and Regulations”); (vi) the prospectus supplement, dated November 5, 2012 (together with the Final Prospectus, the “Prospectus”), in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations; (vii) the Employee Stock Purchase Plan; (viii) the form of Common Stock Certificate of the Company and (ix) such corporate records, agreements, documents and other instruments as we have deemed relevant and necessary as a basis for the opinion expressed herein.
We have also examined, have relied as to matters of fact upon and have assumed the accuracy of originals or copies certified, or otherwise identified to our satisfaction, of such records, agreements, documents and other instruments that we have deemed appropriate and such representations, statements and certificates or comparable documents of or from public officials and officers and representatives of the Company and representations of such other persons as we have deemed appropriate, and have made such other investigations, as we have deemed relevant and necessary as a basis for the opinion expressed herein. In such examination, and in connection with our review of all such documents, including the documents referred to in clauses (i) through (ix) of the preceding paragraph, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents.
Based on the foregoing, and subject to the further limitations, qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized and, when issued and sold as contemplated in the Prospectus, upon payment and delivery in accordance with the Employee Stock Purchase Plan, will be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited in all respects to the General Corporation Law of the State of Delaware, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinion 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.
This opinion letter is rendered as of the date hereof based upon the facts and law in existence on the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any circumstances that may come to our attention after the date hereof with respect to the opinion and statements set forth above, including any changes in applicable law that may occur after the date hereof.
We hereby consent to the filing of this letter as an exhibit to the Company’s Current Report on Form 8-K to be filed in connection with the offering and sale of the Shares, and to the reference to our firm under the caption “Legal Matters” in the Prospectus. This opinion and consent may be incorporated by reference in a subsequent registration statement on Form S-1 filed pursuant to Rule 462(b) under the Act with respect to the Shares. In giving our consent, we do not thereby concede that we come within the category of persons whose consent is required by the Act or the General Rules and Regulations thereunder.
Very truly yours,
/s/ Willkie Farr & Gallagher LLP
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