EXHIBIT 5.1
Kelley Drye & Warren LLP
101 Park Avenue
New York, NY 10178
May 18, 2006
Board of Directors
Standard Motor Products, Inc.
37-18 Northern Boulevard
Long Island City, NY 11101
Re: Registration Statement on Form S-8 for
2006 OMNIBUS INCENTIVE PLAN
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Dear Sirs:
We are acting as counsel to Standard Motor Products, Inc., a New
York corporation (the "Corporation"), in connection with the preparation and
filing of a Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended ("Act"), with the Securities and
Exchange Commission (the "Commission") relating to the registration of 700,000
shares of common stock, $2.00 par value per share (the "Shares"), of the
Corporation, pursuant to the Registrant's 2006 Omnibus Incentive Plan (the
"Plan").
In connection with this opinion, we have examined and relied upon
copies certified or otherwise identified to our satisfaction of: (i) the Plan;
(ii) an executed copy of the Registration Statement; (iii) the Corporation's
Restated Certificate of Incorporation, and the Corporation's Restated By-laws;
and (iv) the minute books and other records of corporate proceedings of the
Corporation, as made available to us by officers of the Corporation. In
addition, we have reviewed such matters of law as we have deemed necessary or
appropriate for the purpose of rendering this opinion.
For purposes of this opinion, we have assumed the authenticity of
all documents submitted to us as originals, the conformity to originals of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of all documents submitted to us as copies. We
have also assumed the legal capacity of all natural persons and the genuineness
of all signatures on all documents examined by us. As to certain factual matters
material to the opinion expressed herein, we have relied, to the extent we
deemed proper, upon representations, warranties and statements as to factual
matters of officers and other representatives of the Corporation. We are members
of the Bar of the State of New York and express no opinion as to any law other
than the laws of the State of New York and the federal laws of the United States
of America. Without limiting the foregoing, we express no opinion with respect
to the applicability thereto or effect of municipal laws or the rules,
regulations or orders of any municipal agencies within any such state.
Based upon and subject to the foregoing qualifications, assumptions
and limitations and the further limitations set forth below, it is our opinion
that the Shares to be issued by the Corporation pursuant to the Plan have been
duly authorized and reserved for issuance and, when certificates for the Shares
have been duly executed by the Corporation, countersigned by a transfer agent,
duly registered by a registrar for the Shares and issued and paid for in
accordance with the terms of the Plan, the Shares will be validly issued, fully
paid and non-assessable.
This opinion is limited to the specific issues addressed herein, and
no opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of New York or the federal laws of the United States of
America be changed by legislative action, judicial decision or otherwise. We
hereby consent to the filing of this letter as an Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder.
This opinion is furnished to you in connection with the filing of
the Registration Statement and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose.
Very truly yours,
KELLEY DRYE & WARREN LLP
By: /s/ Jane Jablons
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A Partner