Exhibit
5
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ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX www.foley.com CLIENT/MATTER NUMBER 014180-0165 |
May 5, 2011
Badger Meter, Inc.
4545 West Brown Deer Road
Milwaukee, Wisconsin 53223
4545 West Brown Deer Road
Milwaukee, Wisconsin 53223
Ladies and Gentlemen:
We have acted as counsel for Badger Meter, Inc., a Wisconsin corporation (the “Company”), in
connection with the preparation of a Registration Statement on Form S-8 (the “Registration
Statement”) to be filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 700,000
shares of the Company’s Common Stock, $1 par value (the “Common Stock”), which may be issued
pursuant to the Badger Meter, Inc. 2011 Omnibus Incentive Plan (the “Plan”). Each share of Common
Stock issued pursuant to the Plan will be accompanied by a Common Share Purchase Right (the
“Rights”) in accordance with the Rights Agreement, dated as of February 15, 2008, between the
Company and American Stock Transfer & Trust Company (the “Rights Agreement”).
As counsel to the Company, we have examined: (i) the Registration Statement; (ii) the Plan and
related documents; (iii) resolutions of the Board of Directors of the Company relating to the
Registration Statement and the Plan and the issuance of Common Stock pursuant thereto; (iv) the
Company’s Restated Articles of Incorporation and By-laws, as amended to date; (v) the Rights
Agreement; and (vi) such other corporate proceedings, documents and records as we have deemed
necessary or appropriate to enable us to render this opinion. In all such examinations, we have
assumed the genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of all documents, certificates, and instruments submitted to us as originals and the
conformity with the originals of all documents submitted to us as copies. We have also assumed the
validity and constitutionality of each relevant statute, rule, regulation and agency action covered
by this opinion letter. We have, among other things, relied upon certificates of public officials
and, as to various factual matters, certificates of officers of the Company and the representations
and statements of fact made in the documents so reviewed, and we have not independently established
the facts so relied on.
Based upon and subject to the foregoing, and assuming that (a) the Registration Statement and
any amendments thereto (including post-effective amendments) will have become effective and comply
with all applicable laws; (b) the Registration Statement will be effective and will comply with all
applicable laws at the time the Common Stock is offered or issued as contemplated by the
Registration Statement; and (c) all Common Stock will be issued and sold in compliance with
applicable federal and state securities laws and in the manner stated in the Registration
Statement, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of the State of Wisconsin.
BOSTON
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JACKSONVILLE | NEW YORK | SAN FRANCISCO | TOKYO | ||||
BRUSSELS
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LOS ANGELES | ORLANDO | SHANGHAI | WASHINGTON, D.C. | ||||
CENTURY CITY
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MADISON | SACRAMENTO | SILICON VALLEY | |||||
CHICAGO
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MIAMI | SAN DIEGO | TALLAHASSEE | |||||
DETROIT
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MILWAUKEE | SAN DIEGO/DEL MAR | TAMPA |
