Exhibit 5.1
March 22, 2010
Thor Industries, Inc.
419 West Pike Street
Jackson Center, Ohio 45334
| Re: |
|
Thor Industries, Inc.
Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to Thor Industries, Inc., a Delaware corporation (the “Company”), in
connection with a Registration Statement on Form S-8 of the Company (the “Registration Statement”),
being filed on the date hereof with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the “Act”), relating to the proposed issuance of up to 1,100,000 shares (the
“Shares”) of the Company’s common stock, par value $0.10 per share (“Common Stock”), authorized for
issuance pursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”). This opinion letter is
being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the
Act.
We have examined originals or certified copies of such corporate records of the Company and
other certificates and documents of officials of the Company, public officials and others as we
have deemed appropriate for purposes of this opinion letter. We have assumed the genuineness of
all signatures, the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, and the conformity to authentic original documents of all copies
submitted to us as conformed, certified or reproduced copies. We have also assumed that (i) the
certificates for the Shares will conform to the specimen thereof filed as an exhibit to the
Registration Statement and upon issuance will have been duly countersigned by the transfer agent
and duly registered by the registrar for the Common Stock or, if uncertificated, valid
book-entry notations for the issuance of the Shares in uncertificated form will have been duly made
in the share register of the Company, (ii) each award agreement setting forth the terms
of each award granted pursuant to the Plan is consistent with the Plan and has been duly authorized
and validly executed and delivered by the parties thereto, and (iii) at the time of each issuance
of Shares, there will be sufficient shares of Common Stock authorized for issuance under the
Company’s amended and restated certificate of incorporation that have not otherwise been issued or
reserved or committed for issuance, and (iv) the price per share paid for Shares issued pursuant to
the Plan is not less than the par value of the Shares. As to various questions of fact relevant to
this opinion letter, we have relied, without independent investigation, upon certificates of public
officials and certificates of officers of the Company, all of which we assume to be true, correct
and complete.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and
limitations stated herein, we are of the opinion that when the Shares have been issued and
delivered upon payment therefor in accordance with the terms of the Plan and applicable award
agreement, the Shares will be duly authorized, validly issued, fully paid and non-assessable.
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Thor Industries, Inc.
March 22, 2010
Page 2
The opinions and other matters in this opinion letter are qualified in their entirety and
subject to the following:
| A. |
|
We express no opinion as to the laws of any jurisdiction other than the General Corporation
Law of the State of Delaware. As used herein, the term “General Corporation Law” includes the
statutory provisions contained therein and all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws. |
| B. |
|
This opinion letter is limited to the matters expressly stated herein and no opinion is to be
inferred or implied beyond the opinion expressly set forth herein. We undertake no, and
hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of
any changes in any matter set forth herein, whether based on a change in the law, a change in
any fact relating to the Company or any other person or any other circumstance. |
We hereby consent to the filing of this opinion letter as an exhibit to the Registration
Statement and to the use of our name in the Prospectus forming a part of the Registration Statement
under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of the Act and the rules
and regulations thereunder.
Very truly yours,
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
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