Exhibit 5.1
The Tower at Peabody Place
100 Peabody Place, Suite 1300
Memphis, Tennessee 38103
(901)543-5900
September 13, 2018
NN, Inc.
6210 Ardrey Kell Road
Charlotte, North Carolina 28277
Ladies and Gentlemen:
We have acted as counsel to NN, Inc., a Delaware corporation (the “Company”), in connection with a Registration Statement on FormS-3, RegistrationNo. 333-216737 (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the related Prospectus Supplement filed with the Commission on September 13, 2018 (the “Prospectus Supplement”), relating to (i) the sale by the Company of 12,500,000shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), and (ii) the sale by the Company, at the option of the Underwriters (as defined below), of up to 1,875,000 additional shares of Common Stock (the “Optional Shares,” and, together with the Firm Shares, the “Shares”), being offered by the Company pursuant to the Underwriting Agreement, dated September 13, 2018 (the “Underwriting Agreement”), by and among the Company, J.P. Morgan Securities LLC, as the representative of the underwriters, and the syndicate of underwriters named in Schedule I therein (the “Underwriters”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus Supplement, other than as expressly stated herein with respect to the issuance of the Shares.
In connection with this opinion, we have examined and relied upon the Registration Statement and the Prospectus Supplement, the Underwriting Agreement, the Company’s Restated Certificate of Incorporation, as amended from time to time, the Company’s RestatedBy-Laws, that certain Opinion Certificate dated as of the date hereof and delivered by Matthew S. Heiter, Senior Vice President and General Counsel of the Company, and originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below.
In our aforesaid examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as certified, telecopied, photostatic, or reproduced copies. We have also assumed the accuracy, completeness and authenticity of the foregoing certifications of officers and statements of fact, on which we are relying, and have made no independent investigations thereof. This opinion letter is given, and all statements herein are made, in the context of the foregoing.