Exhibit 5.1
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| ROPES & GRAY LLP |
PRUDENTIAL TOWER |
800 BOYLSTON STREET |
BOSTON, MA 02199-3600 |
WWW.ROPESGRAY.COM |
April 15, 2016
Wolverine World Wide, Inc.
9341 Courtland Drive N.E.,
Rockford, Michigan 49351
Ladies and Gentlemen:
This opinion letter is furnished to you in connection with the registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), for the registration of 18,731,543 shares of Common Stock, $1.00 par value (the “Shares”), of Wolverine World Wide, Inc., a Delaware corporation (the “Company”). The Shares are issuable under the Wolverine World Wide, Inc. Stock Incentive Plan of 2016 (the “Plan”).
We are familiar with the actions taken by the Company in connection with the adoption of the Plan. For purposes of our opinion, we have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons. The opinions expressed below are limited to the Delaware General Corporation Law, including the applicable provisions of the Delaware Constitution and the reported cases interpreting those laws.
Based upon and subject to the foregoing, we are of the opinion that upon approval of the Plan by the Company’s stockholders the Shares will have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations thereunder.
This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act.
Very truly yours, | |
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/s/ Ropes & Gray LLP | |
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Ropes & Gray LLP | |