Exhibit 5.2
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December 13, 2022
Chart Industries, Inc.
2200 Airport Industrial Drive, Suite 100
Ball Ground, Georgia 30107
Re: | Form S-3 Registration Statement (No. 333-268666) |
Ladies and Gentlemen:
We have acted as counsel to Chart Industries, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of (i) the registration statement on Form S-3 (File No. 333-268666) (the “Registration Statement”) initially filed with the Commission on December 5, 2022, (ii) the base prospectus dated December 5, 2022 forming a part of the Registration Statement (the “Base Prospectus”) and (iii) the final prospectus supplement dated December 8, 2022 in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act on December 8, 2022 (together with the Base Prospectus, the “Prospectus Supplement”) in connection with the offering by the Company of depositary shares (the “Depositary Shares”), each of which represents a 1/20th interest in a share of the Company’s 6.75% Mandatory Convertible Preferred Stock, Series B, par value $0.01 per share (the “Preferred Stock”), including 1,050,000 depositary shares (the “Depositary Shares”) representing an aggregate of 52,500 shares of Preferred Stock issued pursuant to an over-allotment option. The Preferred Shares are to be deposited by the Company against delivery of the Receipt (as defined below) with Computershare Inc. and Computershare Trust Company, N.A. (“Computershare Trust”), acting jointly as depositary (collectively, the “Depositary”), pursuant to the Deposit Agreement, dated December 12, 2022 (the “Deposit Agreement”), among the Company, the Depositary, Computershare Trust, acting as registrar and transfer agent, and the holders from time to time of depositary receipts issued under the Deposit Agreement to evidence the Depositary Shares. Pursuant to the Certificate of Designations (as defined below), the Preferred Stock is convertible into shares of the Company’s Common Stock, par value $0.01 per share (the “Underlying Shares”).
The Registration Statement provides that the Preferred Stock and Depositary Shares may be offered in amounts, at prices and on terms to be set forth in one or more prospectus supplements or free writing prospectuses.
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.