Exhibit 5.1
Baker & McKenzie LLP
1900 North Pearl Street
Tel: +1 214 978 3000 Fax: +1 214 978 3099 www.bakermckenzie.com |
Asia Pacific
Bangkok
Beijing
Brisbane
Hanoi
Ho Chi Minh City
Hong Kong
Jakarta
Kuala Lumpur*
Manila*
Melbourne
Seoul
Shanghai
Singapore
Sydney
Taipei
Tokyo
Yangon
Europe, Middle East
& Africa
Abu Dhabi
Almaty
Amsterdam
Antwerp
Bahrain
Barcelona
Berlin
Brussels
Budapest
Cairo
Casablanca
Doha
Dubai
Dusseldorf
Frankfurt/Main
Geneva
Istanbul
Jeddah*
Johannesburg
Kyiv
London
Luxembourg
Madrid
Milan
Munich
Paris
Prague
Riyadh*
Rome
Stockholm
Vienna
Warsaw
Zurich
The Americas
Bogota
Brasilia**
Buenos Aires
Caracas
Chicago
Dallas
Guadalajara
Houston
Juarez
Lima
Los Angeles
Mexico City
Miami
Monterrey
New York
Palo Alto
Porto Alegre**
Rio de Janeiro**
San Francisco
Santiago
Sao Paulo**
Tijuana
Toronto
Washington, DC
* Associated Firm
** In cooperation with Trench, Rossi e Watanabe Advogados
April 25, 2024
AZZ Inc.
One Museum Place, Suite 500
3100 West 7th Street
Fort Worth, Texas 76107
Ladies and Gentlemen:
We have acted as special counsel to AZZ Inc., a Texas corporation (the “Company”), in connection with the underwritten public offering (the “Offering”) of an aggregate of 4,000,000 shares of common stock, par value $1.00 per share, of the Company (“Common Stock”), and an additional 600,000 shares of Common Stock upon exercise of an option by the Underwriters named below (the “Option Securities” and, together with the Common Stock, the “Securities”). The Securities are being offered and sold pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-276450), filed with the Securities and Exchange Commission (the “SEC”) on January 10, 2024 (the “Registration Statement”), the prospectus supplement dated on or around the date hereof (the “Prospectus Supplement”) and that certain Underwriting Agreement dated April 25, 2024 (the “Underwriting Agreement”), by and among the Company, Evercore Group L.L.C. and Jefferies LLC as representatives of the several underwriters named in Schedule A thereto (the “Underwriters”). Unless otherwise defined herein, each capitalized term used herein that is defined in the Underwriting Agreement has the meaning given such term in the Underwriting Agreement.
In connection therewith, we have examined originals or copies certified or otherwise identified to our satisfaction of (i) the Registration Statement and the Prospectus Supplement, (ii) the Amended and Restated Certificate of Formation of the Company, as amended and supplemented to date, (iii) the Amended and Restated Bylaws of the Company, as amended to date, (iv) the form of Common Stock Certificate filed as Exhibit 4.1 to the Registration Statement by incorporation by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 13, 2000, (v) the corporate proceedings with respect to the filing of the Registration Statement, and (vi) such other corporate records, agreements, documents and instruments and certificates or comparable documents of public officials and officers and representatives of the Company as we have deemed necessary or appropriate for the expression of the opinions contained herein. As to any facts material to our opinion, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.
In rendering the opinions contained herein, we have assumed (i) the truthfulness of all information contained in all of the documents reviewed by us, (ii) the genuineness of all signatures on all documents examined by us, (iii) the legal capacity of all natural persons signing such documents, (iv) the due authority of all parties signing such documents, (v) the authenticity of all documents submitted to us as originals, and (vi) the conformity to the originals of all documents submitted to us as copies.
Baker & McKenzie LLP is a member of Baker & McKenzie International.
Based upon and subject to the foregoing and subject to the qualifications and limitations set forth herein, we are of the opinion that:
1. | The shares of Common Stock to be offered and sold pursuant to the Underwriting Agreement have been duly authorized, and when issued, delivered and paid for in accordance with the terms of the Underwriting Agreement and the Prospectus Supplement, will be validly issued, fully paid and non-assessable. |
The opinions expressed above are limited to the General Corporation Law of the State of Texas and the federal laws of the United States of America. We do not purport to cover herein the application of the securities or “Blue Sky” laws of the various states.
This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement, the Prospectus Supplement and to the use of our name under the caption “Legal Matter.” In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K.
Very truly yours, | |
/s/ Baker & McKenzie LLP | |
BAKER & McKENZIE LLP |
2