September 3, 1997
Board of Directors
Wright Medical Technology, Inc.
5677 Arline Road
Arlington, TN 38002
Ladies and Gentlemen:
We are acting as special counsel to Wright Medical Technology, Inc., a
Delaware corporation (the "Company"), in connection with its offer to exchange
$1,000 principal amount of its 11 3/4% Series D Senior Secured Step-Up Notes due
2000 (the "Registered Notes") for each $1,000 principal amount of its
outstanding 11 3/4% Series C Senior Secured Step-Up Notes due 2000 (the "Old
Notes") (the "Exchange Offer") pursuant to a Registration Statement on Form S-4,
as amended (the "Registration Statement").
In connection with this opinion, we have (i) investigated such questions of
law, (ii) examined originals or certified, conformed or reproduced copies of
such agreements, instruments, documents and records of the Company and its
subsidiaries, such certificates of public officials and such other documents and
(iii) reviewed such information from officers and representatives of the Company
and its subsidiaries and others as we have deemed necessary or appropriate for
the purposes of this opinion. In particular, we examined certain certificates
signed by officers of the Company, a copy of the Company's certificate of
incorporation, as amended and restated and certified as a true copy by the
Delaware Secretary of State, and the Company's bylaws. We also examined a
long-form good-standing certificate issued by the Delaware Secretary of State as
well as the form of Registered Notes, the Old Notes, the Registration Statement
and certain agreements related to the Exchange Offer.
In all such examinations, we have assumed the legal capacity of all natural
persons executing documents (other than the capacity of officers of the Company
executing documents in such capacity), the genuineness of all signatures on
original or certified copies, and the conformity to original or certified
documents of all copies submitted to us as conformed or reproduction copies. As
to various questions of fact relevant to the opinions expressed herein, we have
relied upon, and assumed the accuracy of, certificates and oral or written
statements and other information of or from public officials, officers or other
representatives of the Company,
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and other persons and assume compliance on the part of all parties to the
terms of the Exchange Offer, including covenants and agreements contained in the
Registration Statement, the Registered Notes and the letter of transmittal by
which the Exchange Offer will be effected and attached to the Registration
Statement as Exhibit 99. We also expressly assume that on the date of the
closing of the Exchange Offer, the Trustee and the other parties to the
Registered Notes (i) will have the power and authority to enter into and perform
the obligations under such agreement to which they are a party, (ii) that each
agreement will have been duly authorized, executed and delivered by the relevant
parties concerned, and (iii) that each agreement will constitute a valid and
binding obligation upon the relevant parties concerned and will be enforceable
against each.
Based upon the foregoing, and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that: (i) the Registered
Notes to be offered by the Company, when issued, delivered and paid for in
accordance with the terms of the Registration Statement, will be legally issued
and (ii) will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.
The opinion set forth above is subject to:
(i) applicable bankruptcy, insolvency, reorganization, moratorium or other
laws now or hereafter in effect affecting creditors' rights generally;
(ii) general principles of equity (including, without limitation, standards
of materiality, good faith, fair dealing and reasonableness) whether such
principles are considered in a proceeding in equity or at law; and
(iii) the application of any applicable fraudulent conveyance, fraudulent
transfer, fraudulent obligation, or preferential transfer law or any law
governing the distribution of assets of any person.
The opinions expressed herein are limited to the federal laws of the United
States and the laws of the State of New York and, to the extent relevant hereto,
the General Corporation Law of the State of Delaware. We assume no obligations
to supplement this letter if any applicable laws change after the date hereof or
if we become aware of any facts that might change the opinions expressed herein
after the date hereof.
The opinions expressed herein are solely for your benefit and may not be
relied upon in any manner or for any purpose by any other person and may not be
quoted in whole or in part without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus forming a
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part of the Registration Statement. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act.
Very Truly Yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/Stephen I. Glover
Stephen I. Glover