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EXHIBIT
5.1
August 7,
2009
Greatbatch,
Inc.
10000
Wehrle Drive
Clarence,
New York 14031
Ladies
and Gentlemen:
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Re:
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Registration Statement on Form S-8 (File
No. 333- )
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We are delivering this opinion at your
request in connection with the registration by Greatbatch, Inc. (the “Company”)
under the Securities Act of 1933, as amended, and the rules and regulations
thereunder (the “Act”), of 1,350,000 shares of the Company’s Common Stock with a
par value of $0.001, (the “Shares”), for issuance and sale pursuant to the
above-referenced registration statement (the “Registration Statement”) under the
Company’s 2009 Stock Incentive Plan (the “Plan”).
The opinion set forth in this letter is
based upon (1) our review of (a) the Registration Statement,
(b) the Plan, (c) originals, or copies authenticated to our
satisfaction, of the Company’s Certificate of Incorporation, as amended and
restated, its By-laws, as amended, and records of certain of its corporate
proceedings and (d) such other certificates, opinions and instruments as we
have deemed necessary (items 1(a) through (d) being collectively the “Reviewed
Documents”) and (2) our review of such published sources of law as we have
deemed necessary.
We have assumed without any inquiry or
other investigation (a) the legal capacity of each natural person, (b) the
accuracy on the date of this letter as well as the date made of each statement
as to any factual matter contained in any of the Reviewed Documents, (c) the
genuineness of each signature on any of the Reviewed Documents, the completeness
of each of the Reviewed Documents, the authenticity of each of the Reviewed
Documents submitted to us as an original, the conformity to the original of each
of the Reviewed Documents submitted to us as a copy and the authenticity of the
original of each of the Reviewed Documents submitted to us as a copy and (d)
that, when issued in accordance with the Plan, appropriate certificates
complying with applicable law evidencing the Shares will be properly executed or
the Shares will be uncertificated shares complying with applicable
law.
Based upon the foregoing, it is our
opinion that the Shares have been duly authorized, and when the Shares are
issued and paid for in accordance with the Plan, will be validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this
opinion as Exhibit 5.1 to the Registration Statement.
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Very
truly yours,
HODGSON
RUSS LLP
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By:
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/s/
John J. Zak
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John
J. Zak
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