Exhibit 5
May 4, 2023
Latham Group, Inc.
787 Watervliet Shaker Road
Latham, New York 12110
| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to Latham Group, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of a maximum of 8,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to be issued pursuant to awards under the Latham Group, Inc. 2021 Omnibus Equity Incentive Plan, as amended (the “Plan”).
Based upon our examination of such documents and other matters as we deem relevant, we are of the opinion that the shares of Common Stock to be offered by the Company under the Plan and Registration Statement are duly authorized and, when issued and sold by the Company in accordance with the Plan and the awards thereunder, the Registration Statement and the related prospectus, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5 to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.
| Very truly yours, | |
| /s/ Honigman LLP | |
| HONIGMAN LLP | |
| MKB/EAAL/RZK |
| Honigman LLP • 2290 First National Building • 660 Woodward Avenue • Detroit, Michigan 48226-3506 |