Exhibit 5.1
Opinion of Stroock & Stroock & Lavan LLP
December 21, 2001
AMETEK, Inc.
37 North Valley Road
Paoli, Pennsylvania 19301
Re: Sale of Common Stock, Preferred Stock, Debt Securities and Warrants of
AMETEK, Inc.
Ladies and Gentlemen:
AMETEK, Inc., a Delaware corporation (the "Corporation"), has requested our
opinion in connection with the filing of a shelf registration statement on Form
S-3 by the Corporation (the "Registration Statement") registering up to
$300,000,000 aggregate initial offering price of (i) shares of common stock,
$0.01 par value per share, of the Corporation (the "Common Stock"), (ii) shares
of preferred stock, $0.01 par value per share, of the Corporation (the
"Preferred Stock"), (iii) unsecured senior or subordinated debt securities of
the Corporation, and (iv) warrants which are exercisable for shares of common
stock or shares of preferred stock, to be issued to the public from time to time
and up to $300,000,000 aggregate initial offering price of Securities that may
be registered pursuant to Rule 462(b) under the Securities Act of 1933, as
amended (the "Securities Act") by means of an additional registration statement
relating to the Registration Statement (any such additional registration
statement, the "462(b) Registration Statement").
In furnishing this opinion, we have examined copies of the Registration
Statement, the Amended and Restated Certificate of Incorporation and By-Laws of
the Corporation, as amended to date, and the minutes of the meeting of the Board
of Directors of the Corporation authorizing the issuance of the Securities. We
also have examined such other documents, papers, statutes and authorities as we
deemed necessary to form a basis for the opinion hereinafter expressed. In our
examinations of such material, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as original
documents and the conformity to original documents of all documents supplied to
us as copies. As to various questions of fact material to such opinion, we have
relied upon statements and certificates of officers and representatives of the
Corporation and others.
Based upon and subject to the foregoing, it is our opinion that:
1. The Common Stock (including any Common Stock issued pursuant to
the 462(b) Registration Statement) has been duly authorized by
all necessary corporate action of the Corporation and when (a)
the applicable provisions of the Securities Act and such state
"blue sky" or securities laws as may be applicable have been
complied with and (b) the shares of Common Stock have been
issued, delivered, and paid for, such shares of Common Stock will
be legally issued, fully paid, and nonassessable.
2. The Preferred Stock (including any Preferred Stock issued
pursuant to the 462(b) Registration Statement) has been duly
authorized by all necessary corporate action of the Corporation
and when (a) the applicable provisions of the Securities Act and
such state "blue sky" or securities laws as may be applicable
have been complied with, (b) the Corporation's board of directors
has adopted and the Corporation has duly filed with the Secretary
of State of Delaware a Certificate of Designations, Preferences,
and Rights establishing preferences, limitations and relative
voting and other rights of each series of Preferred Stock prior
to issuance thereof and (c) the shares of Preferred Stock have
been issued, delivered, and paid for, such shares of Preferred
Stock will be legally issued, fully paid, and nonassessable.
3. The Debt Securities (including any debt securities issued
pursuant to the Rule 462(b) Registration Statement) have been
duly authorized by all necessary corporate action of the
Corporation and when (a) the applicable provisions of the
Securities Act and such state "blue sky" or securities laws as
may be applicable have been complied with, (b) the Corporation's
board of directors has adopted a resolution designating or
approving the designation or rights of the Debt Securities prior
to the issuance thereof, and (c) the Debt Securities have been
issued, delivered, and paid for, such Debt Securities will be
legally issued, fully paid and nonassessable and will be duly
executed and authenticated.
4. The Warrants (including any warrants issued pursuant to the Rule
462(b) Registration Statement) have been duly authorized by all
necessary corporate action of the Corporation and when (a) the
applicable provisions of the Securities Act and such state "blue
sky" or securities laws as may be applicable have been complied
with, (b) the Corporation's board of directors has adopted a
resolution designating or approving the designation or rights of
the Warrants prior to the issuance thereof, and (c) the Warrants
have been issued, delivered, and paid for, and the shares of
Common Stock or Preferred Stock issuable upon exercise of the
Warrants have been reserved for issuance, such Warrants will be
legally issued.
Attorneys involved in the preparation of this opinion are admitted to
practice law in the State of New York and we do not purport to be experts on, or
to express any opinion herein concerning, any law other than the laws of the
State of New York, the Delaware General Corporation Law and the federal laws of
the United States of America.
We hereby consent to be named in the Registration Statement to be
filed by the Corporation with the Securities and Exchange Commission under the
Securities Act as attorneys who have passed upon the legality of the Securities
to be registered by the Registration Statement; and we further consent to your
filing a copy of this opinion as an exhibit to the Registration Statement and to
the incorporation by reference of this opinion in any 462(b) Registration
Statement. In giving such permission, we do not admit hereby 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 Securities and Exchange
Commission thereunder.
Very truly yours,
/S/ Stroock & Stroock & Lavan LLP
- ---------------------------------
STROOCK & STROOCK & LAVAN LLP