Exhibit 5.1
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| | HUNTON ANDREWS KURTH LLP FILE NO: 026333.1 |
May 21, 2020
Owens & Minor, Inc.
9120 Lockwood Boulevard
Mechanicsville, Virginia 23116
Owens & Minor, Inc.
Issuance of up to $50,000,000 of Common Stock
Ladies and Gentlemen:
We have acted as special Virginia counsel to Owens & Minor, Inc., a Virginia corporation (the “Company”), in connection with the offer and sale by the Company of shares of its common stock, $2.00 par value per share, having an aggregate gross sales price of up to $50,000,000 (the “Shares”) pursuant to the terms of (i) the Equity Distribution Agreement, dated as of May 21, 2020 (the “Equity Distribution Agreement”), between the Company and Citigroup Global Markets Inc. (the “Manager”) and (ii) any Terms Agreement, in the form attached as Annex I to the Equity Distribution Agreement (each, a “Terms Agreement”), to be entered into between the Company and the Manager. The Shares have been registered on a Registration Statement on FormS-3 (File Number333-238068) (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on May 7, 2020 and declared effective by the Commission on May 20, 2020.
The Shares will be offered and sold as set forth in the Registration Statement, the base prospectus contained therein, dated May 20, 2020 (the “Base Prospectus”), and the prospectus supplement, dated May 21, 2020, filed with the Commission on May 21, 2020 under Rule 424(b) promulgated under the Securities Act (together with the Base Prospectus, the “Prospectus”).
This opinion is being furnished in accordance with the requirements of Item 16 ofForm S-3 and Item 601(b)(5)(i)of Regulation S-K.
In connection with the foregoing, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such records, certificates of officers of the Company and public officials and such other documents as we have deemed necessary for the purposes of rendering this opinion, including (i) the Company’s Amended and Restated Articles of Incorporation, as amended through the date hereof, (ii) the Company’s Amended and Restated Bylaws, as amended through the date hereof, (iii) the resolutions adopted by the Company’s Board of Directors on April 30, 2020, (iv) the Equity Distribution Agreement, (v)
ATLANTA AUSTIN BANGKOK BEIJING BOSTON BRUSSELS CHARLOTTE DALLAS DUBAI HOUSTON LONDON
LOS ANGELES MIAMI NEW YORK NORFOLK RICHMOND SAN FRANCISCO THE WOODLANDS TYSONS WASHINGTON, DC
www.HuntonAK.com