Exhibit 5.1
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Atlas Holdings, Inc.
c/o Impax Laboratories, Inc.
30831 Huntwood Ave
Hayward, California 94544
| Re: | Registration Statement No. 333-333-223501; 226,738,335 Shares of Class A common stock, par value $0.01 per share |
Ladies and Gentlemen:
We have acted as special counsel to Atlas Holdings, Inc., a Delaware corporation (the“Company”), in connection with the proposed issuance of up to226,738,335 shares (the“Shares”) of Class A common stock, $0.01 par value per share (the“Common Stock”). The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the“Act”), filed with the Securities and Exchange Commission (the“Commission”) on March 7, 2018 (Registration No. 333-223501) (as amended, the“Registration Statement”). 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 issue 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 General Corporation Law of the State of Delaware, 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, when the Board of Directors of the Company has taken all necessary corporate action to authorize and approve the Amended and Restated Certificate of Incorporation of the Company in the form most recently filed as an exhibit to the Registration Statement (the