[LETTERHEAD OF VENABLE LLP]
October 18, 2010
Accellent Inc.
100 Fordham Road
Wilmington, Massachusetts 01887
| Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have served as Maryland counsel to Accellent Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of $33,136,000 aggregate principal amount of the Company’s 8 3/8% Senior Secured Notes due 2017 (the “Notes”) to be sold from time to time by the selling securityholders (the “Selling Securityholders”) named under the caption “Selling Securityholders” in the Prospectus (as defined herein). The Notes are covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company and certain subsidiary guarantors (the “Guarantors”) with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), and were originally issued to the Selling Securityholders pursuant to a Purchase Agreement, dated as of January 20, 2010 (the “Purchase Agreement”), among the Company, the Guarantors and Credit Suisse Securities (USA) LLC, as representative of the several purchasers named in Schedule I thereto. This firm did not participate in the negotiation or drafting of the Purchase Agreement or the Indenture (as defined herein).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement and the related form of prospectus included therein in the form in which it was transmitted to the Commission under the 1933 Act (the “Prospectus”);
2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3. The Amended and Restated Bylaws of the Company (the “Bylaws”), certified as of the date hereof by an officer of the Company;
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October 18, 2010
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4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
5. Resolutions of the Board of Directors of the Company relating to, among other matters, the execution, delivery and performance by the Company of the Purchase Agreement and the Indenture and the issuance of the Notes, certified as of the date hereof by an officer of the Company;
6. The Purchase Agreement;
7. The Indenture, dated as of January 29, 2010 (the “Indenture”), among the Company, the Guarantors and The Bank of New York Mellon, as trustee and as Notes Collateral Agent;
8. A certificate executed by an officer of the Company, dated as of the date hereof; and
9. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied
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October 18, 2010
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upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
The phrase “known to us” is limited to the actual knowledge, without independent inquiry, of the lawyers at our firm who have performed legal services on behalf of the Company.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Indenture have been duly authorized by all necessary corporate action on the part of the Company. The Notes have been duly authorized for issuance by the Company.
3. The Indenture has been duly executed and delivered by the Company.
4. The execution, delivery and performance by the Company of the Indenture, including the issuance of the Notes, do not violate (a) the Charter or the Bylaws or (b) any Maryland statutes, rules or regulations or, so far as is known to us, any decrees or orders of any Maryland governmental authority applicable to the Company (other than any statute, rule, regulation, decree or order in connection with the securities laws of the State of Maryland, as to which no opinion is expressed).
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. Our opinion expressed in paragraph 4(b) above is limited to our consideration of only those Maryland statutes, rules or regulations and those decrees or orders of Maryland governmental authorities, if any, which are normally applicable to transactions of the type referred to in such paragraph. We note that the Purchase Agreement and the Indenture are governed by the laws of the State of New York. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
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October 18, 2010
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The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. Simpson Thacher & Bartlett LLP, counsel to the Company, may rely on this opinion in connection with any opinions to be delivered by it in connection with the Notes. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours, |
/s/ Venable LLP |
VENABLE LLP |
