EXHIBIT 5.1
September 28, 2018
Woodward, Inc.
1081 Woodward Way
Fort Collins, Colorado 80524
Re: Registration Statement on FormS-8
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the proposed issuance of an aggregate of 550,000 shares of common stock, $0.001455 par value (“Common Stock”), of Woodward, Inc., a Delaware corporation (the “Company”), pursuant to the Woodward Executive Benefit Plan (the “Plan”) and $20,000,000 in aggregate amount of deferred compensation obligations (the “Obligations”) of the Company pursuant to the Plan.
We have examined instruments, documents, and records that we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
Based on such examination, we are of the opinion that the 550,000 shares of Common Stock to be issued by the Company pursuant to the Plan after the filing of this Registration Statement on FormS-8 (the “Registration Statement”) are validly authorized shares of Common Stock, and, when issued in accordance with the provisions of the Plan, will be legally issued, fully paid and nonassessable. In addition, we are of the opinion that the $20,000,000 of Obligations to be issued by the Company pursuant to the Plan after the filing of the Registration Statement are binding obligations of the Company, and, when issued in accordance with the provisions of the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever it appears in the Registration Statement. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
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| Very truly yours, |
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/s/ Wilson Sonsini Goodrich & Rosati WILSON SONSINI GOODRICH & ROSATI |
| Professional Corporation |
