EXHIBIT
5.1
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Suite
2800 1100 Peachtree St.
Atlanta
GA 30309-4530
t
404 815 6500 f 404 815 6555
www.KilpatrickStockton.com |
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May
6, 2005 |
Miller
Industries, Inc.
8503
Hilltop Drive
Ooltewah,
Tennessee 37363
Re: Miller
Industries, Inc. - Non-Employee Director Stock Plan - Registration Statement on
Form S-8
Ladies
and Gentlemen:
We have
acted as counsel to Miller Industries, Inc., a Tennessee corporation (the
“Company”), in
connection with the preparation of a Registration Statement on Form S-8 (the
“Registration
Statement”) to be
filed with the Securities and Exchange Commission (the “Commission”)
relating to an aggregate of 90,638 shares (the “Shares”) of the
Company’s Common Stock, par value $.01 per share, issuable by the Company in
accordance with the Miller Industries, Inc. Non-Employee Director Stock Plan
(the “Plan”). This
opinion letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of
the Commission’s Regulation S-K.
As such
counsel, we have examined and relied upon such records, documents, certificates
and other instruments as in our judgment are necessary or appropriate to form
the basis for the opinions hereinafter set forth. In all such examinations, we
have assumed the genuineness of signatures on original documents and the
conformity to such original documents of all copies submitted to us as
certified, conformed or photographic copies, and as to certificates of public
officials, we have assumed the same to have been properly given and to be
accurate.
The
opinions expressed herein are limited in all respects to the corporate law of
the State of Tennessee and reported judicial decisions thereunder, and no
opinion is expressed with respect to the laws of any other jurisdiction or any
effect which such laws may have on the opinions expressed herein. This opinion
is limited to the matters stated herein, and no opinion is implied or may be
inferred beyond the matters expressly stated herein.
Based
upon and subject to the foregoing, we are of the opinion that (i) the Shares
that have been issued in connection with grants under the Plan are duly
authorized, validly issued, fully paid and nonassessable, and (ii) the Shares
remaining under the Plan are duly authorized and, when issued by the Company in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
This
opinion is given as of the date hereof, and we assume no obligation to advise
you after the date hereof of facts or circumstances that come to our attention
or changes in law that occur which could affect the opinions contained herein.
This letter is being rendered solely for the benefit of the Company in
connection with the matters addressed herein. This opinion may not be furnished
to or relied upon by any person or entity for any purpose without our prior
written consent.
We hereby
consent to the filing of this opinion as an Exhibit to the Registration
Statement.
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Sincerely,
KILPATRICK
STOCKTON LLP
By:
/s/ David A. Stockton
David
A. Stockton, a partner |