EX-5.1 2 d599747dex51.htm EX-5.1 EX-5.1

EXHIBIT 5.1

Faegre Baker Daniels LLP

90 South Seventh Street

Minneapolis, Minnesota 55402

Telephone (612) 766-7000

Facsimile (612) 766-1600

September 18, 2013

C.H. Robinson Worldwide, Inc.

14701 Charlson Road

Eden Prairie, Minnesota 55347

Ladies and Gentlemen:

We are acting as counsel for C.H. Robinson Worldwide, Inc., a Delaware corporation (the “Company”) in connection with its filing with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “Act”), of a Registration Statement on Form S-8, including any amendments thereto (the “Registration Statement”). The registration Statement relates to the offering of up to 7,099,402 shares of common stock, par value $.10 per share, of the Company (the “Shares”) pursuant to the Company’s 2013 Incentive Plan (the “Plan”). This opinion letter is furnished to you for filing with the Commission pursuant to Item 601 of Regulation S-K promulgated under the Act.

In reaching the opinion stated in this letter, we have reviewed originals and copies of the Registration Statement, the Plan, the Certificate of Incorporation and the Bylaws of the Company, the Board of Directors and stockholders resolutions approving the Plan and authorizing the issuance of the Shares, and such other documents as we have considered relevant. We have assumed that: (i) all information contained in all documents that we have reviewed is correct; (ii) all signatures on all documents that we have reviewed are genuine; (iii) all documents submitted to us as originals are true and complete; (iv) all documents submitted to us as copies are true and complete copies of the originals thereof; (v) each natural person signing any document that we have reviewed had the legal capacity to do so; and (vi) each natural person signing in a representative capacity any document that we have reviewed had authority to sign in such capacity.

Based on the forgoing, it is our opinion that all necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of the Shares and that, when issued and sold in accordance with the Plan, the Shares will be legally and validly issued, fully paid and nonassessable under the current laws of the State of Delaware.

The foregoing opinions are limited to the General Corporation Law of the State of Delaware. While we are not licensed to practice law in the State of Delaware, we have reviewed applicable provisions of the Delaware General Corporation Law as we have deemed appropriate in connection with the opinion.

We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.

 

Very truly yours,
FAEGRE BAKER DANIELS LLP
By:  

/s/ Douglas P. Long

  Douglas P. Long