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Exhibit 5.1
May 18,
2010
Board of
Directors
Sypris
Solutions, Inc.
101
Bullitt Lane, Suite 450
Louisville,
Kentucky 40222
Ladies
and Gentlemen:
We are
acting as counsel to Sypris Solutions, Inc., a Delaware corporation (the “Company”), in connection with
its registration statement on Form S-8 (the “Registration Statement”) filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Act”)
relating to the proposed public offering of up to 3,655,088 newly issued shares
of the common stock, par value $0.01 per share (the “Common Stock”) of the Company
(the “Shares”), all of
which shares may be issued by the Company pursuant to the Sypris Solutions, Inc.
2010 Sypris Omnibus Plan (the “Plan”), and the associated
stockholder protection rights, the “Rights”), all of which Rights
are to be issued pursuant to the Rights Agreement, dated as of October 23, 2001,
as amended September 8, 2008 and October 26, 2009 (the “Rights Agreement”), between
the Company and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”).
For purposes of this opinion letter, we
have examined copies of such agreements, instruments and documents as we have
deemed an appropriate basis on which to render the opinions hereinafter
expressed. In our examination of the aforesaid documents, we have
assumed the genuineness of all signatures, the legal capacity of all natural
persons, the accuracy and completeness of all documents submitted to us, the
authenticity of all original documents, and the conformity to authentic original
documents of all documents submitted to us as copies (including
telecopies). We also have assumed that the Rights Agreement has been
duly authorized, executed, and delivered by the Rights Agent, and that the
members of the Board of Directors of the Company have acted in a manner
consistent with their fiduciary duties as required under applicable law in
adopting the Rights Agreement. As to all matters of fact, we have
relied on the representations and statements of fact made in the documents so
reviewed, and we have not independently established the facts so relied
on. This opinion letter is given, and all statements herein
are made, in the context of the foregoing.
This opinion letter is based as to
matters of law solely on the Delaware General Corporation Law, as
amended. We express no opinion herein as to any other laws, statutes,
ordinances, rules, or regulations. As used herein, the term “Delaware
General Corporation Law, as amended” includes the statutory provisions contained
therein, all applicable provisions of the Delaware Constitution and reported
judicial decisions interpreting these laws.
Based upon, subject to and limited by
the foregoing, we are of the opinion that, as of the date hereof, the Shares and
the associated Rights have been duly authorized by all necessary corporate
action on the part of the Company and, following (i) effectiveness of the
Registration Statement, (ii) issuance and delivery of the Shares in the manner
and on the terms described in the Plan, and (iii) receipt by the Company of the
consideration for the Shares specified in the Plan or in resolutions of the
Board of Directors or a duly authorized committee thereof approving an award
pursuant to the Plan, the Shares and the associated Rights will be validly
issued, fully paid and nonassessable.
It should be understood that the
opinion above concerning the Rights does not address the determination a court
of competent jurisdiction may make regarding whether the Board of Directors of
the Company would be required to redeem or terminate, or take other action with
respect to, the Rights at some future time based on the facts and circumstances
existing at that time and that our opinion above addresses the Rights and the
Rights Agreement in their entirety and not any particular provision of the
Rights or the Rights Agreement and that it is not settled whether the invalidity
of any particular provision of a rights agreement or of rights issued thereunder
would result in invalidating in their entirety such rights.
This opinion letter has been prepared
for use in connection with the Registration Statement. We assume no
obligation to advise you of any changes in the foregoing subsequent to the
effective date of the Registration Statement.
We hereby consent to the filing of this
opinion letter as Exhibit 5.1 to the Registration Statement. In
giving this consent, we do not thereby admit that we are an “expert” within the
meaning of the Securities Act of 1933, as amended.
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Very
truly yours,
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/s/
Hogan Lovells US LLP
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HOGAN
LOVELLS US LLP
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