Exhibit 5.1

 

		Seaport West         155 Seaport Boulevard    Boston, MA 02210-2600    617 832 1000 main     617 832 7000 fax

September 22, 2023

AstroNova, Inc.

600 East Greenwich Avenue

West Warwick, RI 02893

Ladies and Gentlemen:

We are familiar with the Registration Statement on Form S-8 (the “Registration Statement”) being filed by AstroNova, Inc., a Rhode Island corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on the date hereof. The Registration Statement relates to the offer and sale by the Company of up to 600,000 shares (the “Shares”) of its common stock, par value $0.05 per share (“Common Stock”), issuable under the Company’s 2018 Equity and Incentive Plan (as amended through June 6, 2023, the “2018 Plan”).

In arriving at the opinions expressed below, we have examined the Articles of Incorporation and By-Laws of the Company, the records of meetings and consents of the Company’s Board of Directors, and the 2018 Plan, each as provided to us by the Company.

In addition, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. We have also made such investigations of law as we have deemed appropriate as a basis for the opinions expressed below.

We have assumed that the Company will continue to have sufficient authorized, unissued and otherwise unreserved shares of Common Stock available for issuance at the time of each issuance of the Shares pursuant to the 2018 Plan. We have also assumed that the purchase price or other consideration to be received by the Company for the Shares will be valid consideration equal to or in excess of the par value thereof.

 

ATTORNEYS AT LAW		BOSTON | NEW YORK | PARIS | WASHINGTON | FOLEYHOAG.COM

AstroNova, Inc.

September 22, 2023

Page 2

 

In rendering the opinions expressed below, we express no opinion other than as to the Rhode Island Business Corporation Act and applicable provisions of the Rhode Island Constitution.

On the basis of the foregoing, it is our opinion that the Shares, when issued and delivered in accordance with the applicable terms of the 2018 Plan and the written instruments issued pursuant to the 2018 Plan against the Company’s receipt of the purchase price or other consideration identified therein, will be validly issued, fully paid and non-assessable.

This opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

This opinion is being delivered solely for the benefit of the Company and such other persons as are entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This opinion may not be used, quoted, relied upon or referred to for any other purpose, nor may it be used, quoted, relied upon or referred to by any other person, for any purpose, without our prior written consent.

This opinion is based upon currently existing statutes, rules and regulations and judicial decisions and is rendered as of the date hereof, and we disclaim any obligation to advise you of any change in any of the foregoing sources of law or subsequent developments in law or changes in facts or circumstances which might affect any matters or opinions set forth herein.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

This opinion letter shall be interpreted in accordance with the Core Opinion Principles jointly issued by the Committee on Legal Opinions of the American Bar Association’s Business Law Section and the Working Group on Legal Opinions Foundation as published in 74 Business Lawyer 815 (2019).