EXHIBIT 5.1
December 12, 2017
Astronics Corporation
130 Commerce Way
East Aurora, New York 14052-0018
Ladies and Gentlemen:
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| | Re: | | Registration Statement on Form S-8 (File No. 333- ) |
We are delivering this opinion at your request in connection with the registration by Astronics Corporation (the “Company”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Act”), of (i) 1,757,040 shares of Common Stock, with a par value of $0.01 per share (ii) 1,757,040 shares of Class B Common Stock, with a par value of $0.01 per share, (such shares of Common Stock and Class B Common Stock being collectively, the “Shares”), for issuance and sale pursuant to the above-referenced registration statement (the “Registration Statement”) under the Astronics Corporation 2017 Long Term Incentive Plan (the “Plan”).
The opinion set forth in this letter is based upon (1) our review of (a) the Registration Statement, (b) the Plan, (c) originals, or copies authenticated to our satisfaction, of the Company’s Certificate of Incorporation, as amended and/or restated from time to time, its By-laws, as amended and/or from time to time, and records of certain of its corporate proceedings and (d) such other certificates, opinions and instruments as we have deemed necessary (items 1(a) through (d) being collectively the “Reviewed Documents”) and (2) our review of such published sources of law as we have deemed necessary.
We have assumed without any inquiry or other investigation (a) the legal capacity of each natural person, (b) the accuracy on the date of this letter as well as the date made of each statement as to any factual matter contained in any of the Reviewed Documents, (c) the genuineness of each signature on any of the Reviewed Documents, the completeness of each of the Reviewed Documents, the authenticity of each of the Reviewed Documents submitted to us as an original, the conformity to the original of each of the Reviewed Documents submitted to us as a copy and the authenticity of the original of each of the Reviewed Documents submitted to us as a copy and (d) that, when issued in accordance with the Plan, appropriate certificates complying with applicable law evidencing the Shares will be properly executed or the Shares will be uncertificated shares complying with applicable law.
Based upon the foregoing, it is our opinion that the Shares have been duly authorized, and when issued in accordance with the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
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| | Very truly yours,
HODGSON RUSS LLP
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| | By: | /s/ Robert J. Olivieri |
| | | Robert J. Olivieri |
