Exhibit 5.1
August 3, 2010
Federal Signal Corporation
1415 W. 22nd Street
Oak Brook, Illinois 60523
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Re:
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Registration Statement on Form S-8 |
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3,800,000 Shares of Federal Signal Corporation Common Stock, $1.00 par value per share |
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed
with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, on
August 3, 2010, by Federal Signal Corporation, a Delaware corporation (the “Company”), pertaining
to the proposed issuance by the Company of up to 3,800,000 shares of the Company’s common stock,
$1.00 par value (the “Shares”), as provided in the Federal Signal Corporation 2005 Executive
Incentive Compensation Plan (2010 Restatement) (the “Plan”), we have examined such corporate
records of the Company, such laws and such other information as we have deemed relevant, including
the Company’s Restated Certificate of Incorporation, Amended and Restated By-Laws, and resolutions
adopted by the Board of Directors relating to such issuance, certificates received from state
officials and statements we have received from officers and representatives of the Company. In
delivering this opinion, we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to the originals of all documents submitted
to us as certified, photostatic or conformed copies, the authenticity of originals of all such
latter documents, and the correctness of statements submitted to us by officers and representatives
of the Company.
Based solely on the foregoing, we are of the opinion that:
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The Company is duly incorporated and is validly existing under the laws of the State of
Delaware; and |
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The Shares to be issued by the Company pursuant to the Registration Statement have been duly
authorized and, when issued by the Company in accordance with the Plan, will be duly and
validly issued and will be fully paid and nonassessable. |
We consent to the filing of this opinion as an exhibit to the Registration Statement. We further
consent to the filing of copies of this opinion with agencies of such states and other
jurisdictions as you deem necessary in the course of complying with the laws of the states and
jurisdictions regarding the sale and issuance of the Shares in accordance with the Registration
Statement.
Very truly yours,
/s/ Thompson Coburn LLP