Exhibit 5.1
Opinion of Katten Muchin Rosenman LLP, the legal counsel to the Company.
December 19, 2006
Kensey Nash Corporation
735 Pennsylvania Drive
Exton, Pennsylvania 19341
Ladies and Gentlemen:
We have acted as counsel to Kensey Nash Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) for the registration under the Securities Act of 1933, as amended (the “Act”), of the issuance and sale by the Company of up to an additional 300,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), pursuant to the Fifth Amended and Restated Kensey Nash Corporation Employee Incentive Compensation Plan (the “Plan”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have relied as to matters of fact, without investigation, upon certificates of public officials and others and upon affidavits, certificates and written statements of directors, officers and employees of, and the accountants for, the Company. We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the following:
1. | The Certificate of Incorporation of the Company, as amended; |
2. | The By-laws of the Company, as amended; |
3. | Records of proceedings and actions of the Board of Directors and the stockholders of the Company relating to the Plan; |
4. | The Plan; and |
5. | Such other instruments, documents, statements and records of the Company and others as we have deemed relevant and necessary to examine and rely upon for the purpose of this opinion. |
In connection with this opinion, we have assumed the legal capacity of all natural persons, the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the due authority of the parties signing such documents, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies.
Based upon and subject to the foregoing, it is our opinion that, when the Shares are issued and delivered by the Company and paid for in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.
Our opinion expressed above is limited to the General Corporation Law of the State of Delaware, the applicable provisions of the Delaware constitution and the reported judicial decisions interpreting such laws. We do not
express any opinion concerning any other laws. This opinion is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission.
Very truly yours, |
/s/ KATTEN MUCHIN ROSENMAN LLP |
KATTEN MUCHIN ROSENMAN LLP |