Exhibit 5.1
July 20, 2012
Board of Directors
EnergySolutions, Inc.
423 W. 300 S., Suite 200
Salt Lake City, Utah 84101
Re: Registration Statement on Form S-8 filed by EnergySolutions, Inc. (the “Company”) with respect to the EnergySolutions, LLC 401(k) Profit Sharing Plan (the “Plan”)
Ladies and Gentlemen:
We are counsel to the Company in connection with its Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in connection with the registration of 2,000,000 shares (the “Plan Shares”) of common stock, $0.01 par value per share (“Common Stock”), of the Company that may be acquired pursuant to the Plan by Plan participants. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
In connection with the opinion expressed below, we have examined such statutes and public records and original or certified copies of corporate records of the Company and certificates of the Company as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all documents submitted to us as originals, and the conformity to the authentic original documents of all documents submitted to us as certified or true copies (including telecopies). We have also considered such questions of law as we have considered necessary as a basis for the opinion hereafter set forth.
We have assumed that the acquisition by Plan participants of any Plan Shares under the Plan will be made pursuant to the Plan, in accordance with the terms and conditions of the Plan and pursuant to the Registration Statement. In addition, we have assumed that the issuance of any shares of Common Stock not currently outstanding,
but to be acquired pursuant to the Plan by Plan participants, will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors and that such shares will be issued in accordance with governing resolutions and agreements pursuant to applicable law.
Based on, subject to and limited by the foregoing, we advise you that, in our opinion, following effectiveness of the Registration Statement and when acquired by Plan participants in accordance with the provisions of the Plan and pursuant to the Registration Statement, the Plan Shares will be validly issued, fully paid and nonassessable.
Our opinion herein reflects only the application of the General Corporation Law of the State of Delaware, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations. This opinion letter has been prepared solely for your use in connection with the Registration Statement and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.
We consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including any prospectus constituting a part thereof, and any amendment thereto. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.
| Very truly yours, |
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| /s/ Holland & Hart LLP |