Exhibit 5.1
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| | 330 North Wabash Avenue |
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| | Chicago, Illinois 60611 |
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| August 2, 2021 | | Dubai | | Riyadh |
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| 2711 Centerville Road, Suite 400 | | Houston | | Silicon Valley |
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| | Milan | | |
Re: Registration Statement No. 333-253236
6,544,522 Shares of Common Stock
Ladies and Gentlemen:
We have acted as special counsel to Colfax Corporation, a Delaware corporation (the “Company”), in connection with the sale by certain shareholders of the Company (the “Selling Shareholders”) of 6,544,522 shares of the Company’s common stock, par value $0.001 per share (the “Shares”). The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 18, 2021 (Registration No. 333-253236) (as so filed and as amended, the “Registration Statement”), a base prospectus, dated February 18, 2021, included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), and a final prospectus supplement, dated July 28, 2021, filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”), and are being offered pursuant to an underwriting agreement, dated July 28, 2021 (the “Underwriting Agreement”), among the Company, the Selling Shareholders and the representative of the several underwriters named therein.
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the sale of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the Delaware General Corporation Law (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Shares have been duly authorized by all necessary corporate action of the
