Exhibit 5.1
Craig M. Fischer
Partner
Direct Dial: 716.848.1266
Direct Facsimile: 716.819.4771
cfischer@hodgsonruss.com
August 8, 2023
Astronics Corporation
130 Commerce Way
East Aurora, New York 14052
Ladies and Gentlemen:
Re: Registration Statement on Form S-3 (File No. 333-272423)
We have acted as special counsel to Astronics Corporation, a New York corporation (the “Company”), in connection with the offering by the Company from time to time pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) of shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), having an aggregate sales price to the public of up to $30,000,000 (the “Shares”). The Shares will be sold pursuant to that certain equity distribution agreement, dated as of August 8, 2023 (the “Equity Distribution Agreement”) among the Company and the distribution agents named therein.
The Shares were registered pursuant to (i) the above-mentioned registration statement on Form S-3 (File No. 333-272423), filed by the Company with the Securities and Exchange Commission (the “Commission”) on June 5, 2023, and declared effective on June 20, 2023 (the “Registration Statement”), (ii) the base prospectus with respect thereto, dated June 20, 2023 (the “Base Prospectus”) and (iii) the prospectus supplement with respect thereto, dated as of the date hereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”).
In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of such records of the Company and certificates of officers of the Company and of public officials and such documents as we have deemed relevant and necessary as the basis for the opinion set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies or retrieved from the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) database, except for required EDGAR formatting changes. As to all parties other than the Company, we have assumed such party’s due organization, valid existence and good standing, if applicable, the due authorization, execution and delivery of all documents and the validity and enforceability thereof against all parties thereto in accordance with their respective terms. As to any facts material to this opinion, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, it is our opinion that, when the Shares have been issued and delivered in the manner described in the Equity Distribution Agreement for the consideration provided for therein, the Shares will be validly issued, fully paid and non-assessable.
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