Compass Diversified Holdings
April 12, 2024
Page 3
For purposes of this opinion, we have assumed (i) that as of the date on which any Selling Shareholder Shares were issued by the Trust, the Certificate of Trust and the trust agreement of the Trust in effect at the time of such issuance were in full force and effect and had not been amended, (ii) the due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents (other than the Trust or, to the extent covered in the opinion of Richards, Layton & Finger, P.A. of even date herewith, the Company) examined by us under the laws of the jurisdiction governing its organization or formation, (iii) the legal capacity of natural persons who are signatories to the documents examined by us, (iv) that each of the parties to the documents (other than the Trust or, to the extent covered in the opinion of Richards, Layton & Finger, P.A. of even date herewith, the Company) examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents (other than the Trust or, to the extent covered in the opinion of Richards, Layton & Finger, P.A. of even date herewith, the Company) examined by us, (vi) the receipt by each Person to whom a Selling Shareholder Share was issued by the Trust of either (A) a Share Certificate for such Selling Shareholder Share or (B) confirmation of the Trust’s registration in the Share Register of such Person as the registered owner of such Selling Shareholder Share, and the payment for such Selling Shareholder Share, in accordance with the trust agreement of the Trust in effect at such time of issuance and any applicable sale agreement, (vii) that the Selling Shareholder Shares that have been issued by the Trust were issued and sold to the holders thereof in accordance with the trust agreement of the Trust in effect at such time of issuance and any applicable sale agreement, (viii) that at the time of the issuance of the Selling Shareholder Shares under the Trust Agreement and any applicable sale agreement, the aggregate number of Common Shares issued by the Trust did not exceed 500,000,000, and (ix) that any amendment or restatement of any document reviewed by us has been accomplished in accordance with, and was permitted by, the relevant provisions of such document prior to such amendment or restatement. We have not participated in the preparation of the Registration Statement, except for this opinion, or the Prospectus and assume no responsibility for their contents, other than this opinion.
This opinion is limited to the laws of the State of Delaware that are currently in effect (excluding the blue sky laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto.
Based upon the foregoing and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly formed and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq.
2. The Selling Shareholder Shares have been validly issued and are fully paid and nonassessable beneficial interests in the assets of the Trust.
3. The Shareholders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.
