Exhibit 5.1
August 4, 2010
Board of Directors
Advanced Energy Industries, Inc.
1625 Sharp Point Drive,
Fort Collins, Colorado 80525
Ladies and Gentlemen:
I am the Vice President and General Counsel of Advanced Energy Industries, Inc., a Delaware
corporation (the “Company”), and am rendering this opinion in connection with the
registration statement on Form S-8 (the “Registration Statement”) filed with the Securities
and Exchange Commission relating to the proposed public offering of up to 500,000 shares of the
Company’s common stock, par value $0.001 per share (the “Shares”), under the Company’s
Employee Stock Purchase Plan, as amended (the “Plan”). This opinion letter is furnished to
you at your request to enable the Company to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, I have examined copies of such agreements, instruments
and documents as I have deemed an appropriate basis on which to render the opinions hereinafter
expressed. In my examination of the aforesaid documents, I have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the accuracy and completeness of all
documents submitted to me, the authenticity of all original documents, and the conformity to
authentic original documents of all documents submitted to me as copies (including telecopies). As
to all matters of fact, I have relied on the representations and statements of fact made in the
documents so reviewed, and I 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. I 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, I am of the opinion that following (i)
effectiveness of the Registration Statement, (ii) issuance of the Shares in accordance with the
terms of the Plan and any agreements issued pursuant thereto, and (iii) receipt by the Company of
the consideration for the Shares specified in the resolutions of the Board of Directors or a duly
authorized committee thereof, the Shares will be validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for your use in connection with the Registration
Statement and speaks as of the date hereof. I assume no obligation to advise you of any changes in
the foregoing subsequent to the delivery of this opinion letter.
I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration
Statement. In giving this consent, I do not thereby admit that I am 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/ Thomas O. McGimpsey
Thomas O. McGimpsey, Esq.
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Vice President and General Counsel |
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