Exhibit 5.1
 | Baker & McKenzie LLP
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November 4, 2022
AZZ Inc.
One Museum Place, Suite 500
3100 West 7th Street
Fort Worth, Texas 76107
RE: Registration Statement on Form S-3 for AZZ Inc.
Ladies and Gentlemen:
We have acted as counsel to AZZ Inc., a Texas corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-3 (as amended or supplemented, the “Registration Statement”) to be filed on or about the date hereof by the Company with the U.S. Securities and Exchange Commission (the “SEC”). The Registration Statement relates to the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), of (i) up to 240,000 shares of 6.0% Series A Convertible Preferred Stock, par value $1.00 per share (“Series A Preferred Stock”) and (ii) up to 5,508,991 shares of common stock (“Common Stock” and, together with the Series A Preferred Stock, the “Securities”), issuable upon conversion of the 240,000 shares of Series A Preferred Stock, pursuant to that certain Securities Purchase Agreement, dated as of May 13, 2022, by and between the Company and BTO Pegasus Holdings DE L.P.
In connection therewith, we have examined originals or copies certified or otherwise identified to our satisfaction of (i) the Registration Statement, (ii) the Amended and Restated Certificate of Formation of the Company, as amended and supplemented to date, (iii) the Amended and Restated Bylaws of the Company, as amended to date, (iv) the corporate proceedings with respect to the filing of the Registration Statement, and (v) such other corporate records, agreements, documents and instruments and certificates or comparable documents of public officials and officers and representatives of the Company as we have deemed necessary or appropriate for the expression of the opinions contained herein. As to any facts material to our opinion, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.
In rendering the opinions contained herein, we have assumed (i) the truthfulness of all information contained in all of the documents reviewed by us, (ii) the genuineness of all signatures on all documents examined by us, (iii) the legal capacity of all natural persons signing such documents, (iv) the due authority of all parties signing such documents, (v) the authenticity of all documents submitted to us as originals, and (vi) the conformity to the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that:
| 1. | With respect to any shares of Common Stock to be offered pursuant to the Registration Statement (the “Offered Common Stock”), when the Offered Common Stock has been duly delivered to the applicable holder of Series A Preferred Stock in accordance with the terms of the Series A Preferred Stock, the Offered Common Stock will be validly issued, fully paid and non-assessable. |
| 2. | The Series A Preferred Stock have been, or when issued will be, validly issued, fully paid and non-assessable. |
The opinions expressed above are limited to the General Corporation Law of the State of Texas and the federal laws of the United States of America. We do not purport to cover herein the application of the securities or “Blue Sky” laws of the various states.
This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K.
Very truly yours,
/s/ Baker & McKenzie LLP
BAKER & McKENZIE LLP