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Exhibit 5.1
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767
Fifth Avenue
New York, NY 10153-0119
+1 212 310 8000 tel
+1 212 310 8007 fax
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December 1,
2010
STR
Holdings, Inc.
1699
King Street, Suite 400
Enfield,
CT 06082
Dear
Ladies and Gentleman,
We
have acted as counsel to STR Holdings, Inc., a Delaware corporation (the “Company”),
in connection with the preparation and filing with the Securities and Exchange
Commission of the Company’s Registration Statement on Form S-3 (the “Registration
Statement”), under the Securities Act of 1933, as amended (the “Securities Act”),
relating to the issuance and sale by the Company or the sale by the selling
securityholders to be identified in one of more prospectus supplements (the “Selling
Securityholders”) from time to time of an undetermined proposed maximum
offering amount of (i) shares of common stock, par value $0.01 per share,
of the Company (the “Shares”), (ii) debt securities of the Company (the “Debt
Securities”), (iii) guarantees of the Debt Securities (the “Guarantees”)
by certain subsidiaries of the Company (the “Guarantors”), (iv) shares of
preferred stock, par value $0.01 per share, of the Company (“Preferred Shares”),
(v) warrants and other rights of the Company (the “Warrants”) and (vi) units
comprised of any of the foregoing or securities of other entities (the “Units”
and, together with the Shares, the Debt Securities, the Guarantees, the
Preferred Shares, and the Warrants, as well as any of such securities to be
offered and sold by the Selling SecurityHolders, the “Securities”).
In
so acting, we have examined originals or copies (certified or otherwise
identified to our satisfaction) of (i) the Certificate of Incorporation of
the Company; (ii) the Bylaws of the Company; (iii) the Registration
Statement; (iv) the prospectus contained within the Registration
Statement; (v) the base indenture, among the Company and U.S. Bank,
National Association, as trustee and (vi) such corporate records,
agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
the Company, and have made such inquiries of such officers and representatives,
as we have deemed relevant and necessary as a basis for the opinions
hereinafter set forth.
In
such examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of fact material to this
opinion
that
have not been independently established, we have relied upon certificates or
comparable documents of officers and representatives of the Company.
Based
on and subject to the foregoing and assuming that (i) the Registration
Statement and any amendments thereto (including any post-effective amendments)
will have become effective and comply with all applicable laws and no stop order
suspending the Registration Statement’s effectiveness will have been issued and
remain in effect, in each case, at the time the Securities are offered or
issued as contemplated by the Registration Statement, (ii) a prospectus
supplement will have been prepared and filed with the Commission describing the
Securities offered thereby and will at all relevant times comply with all
applicable laws, (iii) the Company has timely filed all necessary reports
pursuant to the Securities Exchange Act of 1934, as amended, which are
incorporated into the Registration Statement by reference, (iv) all
Securities will be issued and sold in compliance with applicable federal and
state securities laws and in the manner stated in the Registration Statement
and the appropriate prospectus supplement, (v) a definitive purchase,
underwriting or similar agreement and any other necessary agreement, instrument
or document with respect to any Securities will have been duly authorized and
validly executed and delivered by the Company and the other party or parties
thereto, (vi) any Securities issuable upon conversion, exercise or exchange of
any Securities being offered or issued will be duly authorized and, if
appropriate, reserved for issuance upon such conversion, exercise or exchange,
and (vii) the terms of such Securities have been duly established so as
not to violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental or regulatory
body having jurisdiction over the Company, we advise you that in our opinion:
1. Shares. Assuming that the issuance and terms of any
Shares and the terms of any offering thereof by the Company have been duly
authorized, when (i) the Company has received the consideration therefor
specified in any applicable underwriting agreement or purchase agreement
approved by the Company’s board of directors or committee thereof, (ii) in
the case of any Shares to be issued under any Warrants, upon due exercise of
such warrant in accordance with the terms thereof and upon payment of the
exercise price specified in such Warrants, and (iii) in the case of any
Shares to be issued upon the exchange or conversion of Debt Securities,
Preferred Shares, Warrants and other rights that are exchangeable for or
convertible into Shares, due exercise of such exchange or conversion rights in
accordance with the terms of the applicable agreements, instruments or
documents, the Shares (including any Shares that may be issued as part of Units
or upon exercise, conversion, exchange or otherwise pursuant to the terms of
any other Securities) will be validly issued, fully paid and nonassessable.
2. Debt
Securities. Assuming that the issuance
and terms of any Debt Securities and the terms of any offering thereof by the
Company have been duly authorized, when (i) the base indenture and the
supplemental indenture relating to the Debt Securities have been duly and
validly authorized, executed and delivered by all parties thereto substantially
in the form filed as an exhibit to the Registration Statement or incorporated
by reference therein, (ii) the terms of the Debt Securities to be issued
under the applicable indenture and of their issuance and sale have been duly
established in conformity with such indenture and (iii) the Debt
Securities have been duly executed and authenticated in accordance with the
applicable indenture and issued and sold in accordance with any underwriting
agreement or purchase agreement or as otherwise contemplated in the
Registration Statement and any prospectus
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supplement relating thereto, such Debt Securities
will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms.
3. Guarantees.
Assuming the issuance and terms of any Guarantees and the terms of any offering
thereof by the Company have been duly authorized, when (i) the base
indenture and the supplemental indenture relating to the Debt Securities and
the Guarantees has been duly and validly authorized by the applicable
Guarantor, executed and delivered by all parties thereto substantially in the
form filed as an exhibit to the Registration Statement or incorporated by
reference therein, (ii) the terms of the Guarantees to be issued under the
base indenture and the applicable supplemental indenture and their issuance
have been duly established in conformity with the related indentures and (iii) the
Guarantees have been duly executed in accordance with the indenture and issued
and sold in accordance with any underwriting agreement or purchase agreement or
as otherwise contemplated in the Registration Statement and the prospectus
supplement relating thereto, such Guarantees will constitute valid and binding
obligations of the Guarantors, enforceable against them in accordance with
their terms.
4. Preferred
Shares. Assuming that the issuance
and terms of any series of Preferred Shares and the terms of any offering
thereof by the Company have been duly authorized, when (i) a Certificate
of Designation fixing and determining the terms of the Preferred Shares has
been duly filed with the Secretary of State of the State of Delaware and
accepted for record, (ii) the Company has received the consideration
therefor specified in any applicable underwriting agreement or purchase
agreement approved by the Company’s board of directors or a committee thereof,
and (iii) in the case of any Preferred Shares to be issued under any
Warrants, upon due exercise of any payment of the exercise price specified in
such Warrants, such Preferred Shares (including any Preferred Shares that may
be issued as part of Units or upon exercise, conversion, exchange or otherwise
pursuant to the terms of any other Securities) will be validly issued, fully
paid and nonassessable.
5. Warrants
and Other Rights. Assuming that the
issuance and terms of such Warrants or other rights and the terms of any
offering thereof by the Company have been duly authorized, when (i) the
Warrant or other rights agreement have been duly authorized, executed and
delivered by the Company and the warrant agent appointed by the Company, if
any, and (ii) such Warrants or other rights have been duly executed, authenticated,
issued, paid for and delivered in accordance with any underwriting agreement or
purchase agreement or as otherwise contemplated in the Registration Statement
and any prospectus supplement relating thereto, such Warrants or other rights
(including any Warrants that may be issued as part of Units or otherwise
pursuant to the terms of any other Securities) will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.
6. Units. Assuming that the issuance and terms of such
Units and the terms of any offering thereof by the Company have been duly
authorized and the securities of any other entities to be included in the
Units, if any, have been duly authorized and issued by such entity, when (i) the
Unit agreement or Unit agreements relating to such Units have been duly
authorized, executed and delivered by the Company and the warrant agent
appointed by the Company and (ii) such Units have been duly executed and
authenticated in accordance with the applicable Unit agreement and issued, paid
for and delivered in accordance with any underwriting agreement or purchase
agreement or as otherwise contemplated in the Registration Statement and any
prospectus supplement relating thereto, such Units (including any Units
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that may be issued upon exercise, conversion,
exchange or otherwise pursuant to the terms of any other Securities) will
constitute valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms.
The
opinions expressed above with respect to enforceability are subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors’ rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing
(regardless of whether enforcement is sought in a proceeding at law or in equity).
The opinions are also subject to (i) the Registration Statement becoming
effective pursuant to applicable law and (ii) the issuance of any legally
required consents, approvals, authorizations or orders of the Commission and
any other regulatory authority.
We
hereby consent to the filing of this letter as an exhibit to the Registration
Statement and to the reference to our firm under the caption “Legal Matters” in
the prospectus which is a part of the Registration Statement.
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Very
truly yours,
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/s/
WEIL, GOTSHAL & MANGES LLP
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