Exhibit 5.1
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March 11, 2021
Itron, Inc.
2111 N. Molter Road
Liberty Lake, Washington 99019
Re: | Registration Statement on Form S-3 |
File No. 333-253986
Ladies and Gentlemen:
We have acted as counsel to Itron, Inc., a Washington corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder (the “Rules”), of a registration statement on Form S-3 (Registration No. 333-253986) filed March 8, 2021 (the “Registration Statement”), including the prospectus constituting a part thereof, dated March 8, 2021 (the “Base Prospectus”), and the prospectus supplement to the Base Prospectus, dated March 9, 2021 (together with the Base Prospectus, the “Prospectus”) relating to the issuance and sale by the Company pursuant to the Underwriting Agreement (as defined below) of up to 3,888,889 shares of Common Stock, without par value, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 583,333 shares of Common Stock of the Company (the “Option Shares”).
In our capacity as counsel to the Company, we have examined or are otherwise familiar with (a) the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws; (b) the Registration Statement; (c) the Prospectus; (d) the Underwriting Agreement dated March 9, 2021 between the Company and J.P. Morgan Securities LLC, as representative of the underwriters named therein (the “Underwriting Agreement”); (e) such of the corporate proceedings with respect to the issuance and sale of the Underwritten Shares as have occurred prior to or as of the date hereof and (f) such other documents, records and instruments as we have deemed necessary for the purposes of this opinion. In such examination, we have assumed the following without investigation: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies and (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
Based on the foregoing and subject to the additional exclusions and qualifications set forth below, we are of the opinion that the Underwritten Shares have been duly authorized by all necessary corporate action of the Company and, assuming (a) registration by the Company’s registrar of the Underwritten Shares; (b) the offering and sale of the Underwritten Shares in accordance with the Underwriting Agreement and (c) receipt by the Company of the consideration therefor in accordance with the terms of the Underwriting Agreement, the Underwritten Shares will be validly issued, fully paid and nonassessable.
The foregoing opinions are subject to the following exclusions and qualifications:
(a) | Our opinions are as of the date hereof and we have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention. This opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, and we disavow any undertaking to advise you of any changes in law. |
(b) | We do not express any opinions herein concerning any laws other than the laws in their current forms of the State of Washington and the federal securities laws of the United States of America, and we express no opinion with respect to the laws of any other jurisdiction and expressly disclaim responsibility for advising you as to the effect, if any, that the laws of any other jurisdiction may have on the opinions set forth herein. |
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed with the Commission on or about the date hereof, to the incorporation by reference of this opinion into the Registration Statement and any amendments thereto, including any and all post-effective amendments, and to the reference to us under the heading “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or related Rules.
Very truly yours,
/s/ PERKINS COIE LLP