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Exhibit 5.1
     
Thompson & Knight LLP
 
   
ATTORNEYS AND COUNSELORS

ONE ARTS PLAZA
1722 ROUTH STREET SUITE 1500
DALLAS, TEXAS 75201-2533
(214) 969-1700
FAX (214) 969-1751
www.tklaw.com



July 15, 2011
  AUSTIN
DALLAS
DETROIT
FORT WORTH
HOUSTON
NEW YORK
__________
ALGIERS
LONDON
MEXICO CITY
MONTERREY
PARIS
Encore Wire Corporation
1329 Millwood Road
McKinney, Texas 75069
  Re:    Encore Wire Corporation — Registration Statement on Form S-8
Ladies and Gentlemen:
     We have acted as special counsel for Encore Wire Corporation, a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 500,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), for issuance and sale pursuant to the Encore Wire Corporation 2010 Stock Option Plan (the “2010 Plan”).
     We have participated in the preparation of the Company’s Registration Statement on Form S-8 (the “Registration Statement”), filed on this date with the Securities and Exchange Commission, relating to the registration of the Shares under the Securities Act.
     In connection with this opinion letter, we have examined original counterparts or copies of original counterparts of the Registration Statement, the 2010 Plan, the Certificate of Incorporation of the Company and the Second Amended and Restated Bylaws of the Company as now in effect and minutes of all pertinent meetings and actions of the board of directors of the Company. We have also examined originals or copies of such other records of the Company, certificates of public officials and of officers or other representatives of the Company and agreements and other documents as we have deemed necessary, subject to the assumptions set forth below, as a basis for the opinions expressed below.
     In rendering the opinions expressed below, we have assumed (i) the genuineness of all signatures; (ii) the authenticity of the originals of the documents submitted to us; (iii) the conformity to authentic originals of any documents submitted to us as copies; and (iv) as to matters of fact, the truthfulness of the representations made or otherwise incorporated in the Registration Statement and representations and statements made in certificates of public officials and officers or other representatives of the Company. We have also assumed that the offer and sale of the Shares complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the 2010 Plan. The Company has represented to us and we have also assumed that the Company has reserved from its duly authorized capital stock a sufficient number of shares of common stock as were approved by the Company’s stockholders for issuance under the 2010 Plan. We have also assumed that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved common stock, solely for the purpose of enabling it to issue the Shares in accordance with the 2010 Plan, the number of Shares that are then issuable and deliverable upon exercise of options under the 2010 Plan. We have not independently established the validity of the foregoing assumptions.
     Based upon the foregoing, and subject to the qualifications and limitations herein set forth, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and delivered as provided in the Registration Statement and the 2010 Plan, the Shares will be validly issued, fully paid and non-assessable

 


 

     The opinion set forth above is limited to the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and the federal laws of the United States of America, and we do not express any opinion herein concerning any other laws.
     This opinion letter is rendered to you in connection with the transactions contemplated by the Registration Statement and the 2010 Plan.
     This opinion letter has been prepared, and is to be understood, in accordance with customary practice of lawyers who regularly give and lawyers who regularly advise recipients regarding opinions of this kind, is limited to the matters expressly stated herein and is provided solely for purposes of complying with the requirements of the rules of the Securities and Exchange Commission, and no opinions may be inferred or implied beyond the matters expressly stated herein. The opinions expressed herein are rendered and speak only as of the date hereof and we specifically disclaim any responsibility to update such opinions subsequent to the date hereof or to advise you of subsequent developments affecting such opinions.
     We consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 and Section 11 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
         
  Respectfully submitted,
 
 
  /s/ Thompson & Knight LLP    
     
AMC/WPW
JEB

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