Exhibit 5.1
[Bryan Cave Leighton Paisner LLP Letterhead]
January 30, 2020
Carpenter Technology Corporation
1735 Market Street
Philadelphia, PA 19103
| Re: | Registration Statement onForm S-8 |
Carpenter Technology Corporation Amended and Restated Stock-Based Incentive Compensation Plan for Officers and Key Employees
Ladies and Gentlemen:
We have acted as special counsel to Carpenter Technology Corporation, a Delaware corporation (the “Company”), and have examined the Registration Statement onForm S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about January 30, 2020 in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of an additional 1,775,000 shares of common stock, par value $5.00 per share (the “Shares”), issuable pursuant to the Carpenter Technology Corporation Amended and Restated Stock-Based Incentive Compensation Plan for Officers and Key Employees (the “Plan”).
In connection herewith, we have examined:
| (2) | the Registration Statement. |
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s Restated Certificate of Incorporation and the Company’sBy-Laws, each as currently in effect, and such other corporate records, agreements and instruments of the Company, certificates of public officials and officers of the Company, and such other documents, records and instruments, and we have made such legal and factual inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinion hereinafter expressed. In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies or by facsimile or other means of electronic transmission, or which we obtained from the SEC’s Electronic Data Gathering, Analysis and Retrieval system (“Edgar”) or other sites maintained by a court or governmental authority or regulatory body and the authenticity of the originals of such latter documents. If any documents we examined in printed, word processed or similar form has been filed with the SEC on Edgar or such court or governmental authority or regulatory body, we have assumed that the document so filed is identical to the document we examined except for formatting changes. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations, certificates and statements of appropriate representatives of the Company.