EX-5.1 3 d513458dex51.htm EX-5.1 EX-5.1

EXHIBIT 5.1

 

H. MAURICE MITCHELL

(1925-2011)

 

JOHN K. BAKER

SHERRY P. BARTLEY

STEVE BAUMAN

R. T. BEARD, III

C. DOUGLAS BUFORD, JR.

BURNIE BURNER1

FREDERICK K. CAMPBELL2

MICHELLE H. CAULEY

CHARLES B. CLIETT, JR.3

KEN COOK

CATHERINE M. CORLESS4

ELISABETH S. DELARGY5

JILL GRIMSLEY DREWYOR6

DOAK FOSTER2

BYRON FREELAND

KAREN P. FREEMAN7

JENNY T. GARRETT8

ALLAN GATES2

KATHLYN GRAVES

HAROLD W. HAMLIN

L. KYLE HEFFLEY9

ANTON L. JANIK, JR.10

 

M. SAMUEL JONES III

TONY JUNEAU

JOHN ALAN LEWIS

WALTER E. MAY

BRUCE MCCANDLESS III11

LANCE R. MILLER

STUART P. MILLER

T. ARK MONROE, III2

TODD L. NEWTON

MARSHALL S. NEY

JENNIFER R. PIERCE

CHRISTOPHER D. PLUMLEE

LYN P. PRUITT

CHRISTOPHER T. ROGERS

J. SCOTT SCHALLHORN

BARRY G. SKOLNICK12

DERRICK W. SMITH2

STAN D. SMITH

JEFFREY L. SPILLYARDS

JEFFREY THOMAS2

BRIAN A. VANDIVER

WILLIAM H.L. WOODYARD, III, P.A.

WALTER G. WRIGHT, JR.

LEIGH ANNE YEARGAN

TOD YESLOW7

 

 

425 WEST CAPITOL AVENUE, SUITE 1800

LITTLE ROCK, ARKANSAS 72201-3525

TELEPHONE 501-688-8800

FAX 501-688-8807

 

ANGELA ARTHERTON

MELISSA BANDY

1K.C. BARNER

TRAV BAXTER

CORY D. CHILDS

CRAIG COCKRELL

COURTNEY C. CROUCH, III

ALEX T. GRAY

MEGAN HARGRAVES

BEN D. JACKSON

13HOLLY LAR

CHRISTOPHER A. MCNULTY

KATIE M. PAPASAN

BRIAN A. PIPKIN

EMILY MILHOLEN REYNOLDS

7KATHY SHARP

BRADFORD R. SHUMPERT

ZACHARY T. STEADMAN

MARY CATHERINE WAY

ASHLEY D. YOUNGER

 

COUNSEL

MICHELE ALLGOOD

BENJAMIN D. BRENNER

JASON T. BROWNING

7ADRIA W. CONKLIN

JANE W. DUKE

14GEORGE R. ERNST

MARTHA M. HILL

MARGARET A. JOHNSTON

KEVIN LEMLEY

D. NICOLE LOVELL

7DANA DAVIS PAUL

15JULIE M. POMERANTZ

CLAYBORNE S. STONE

KAREN WHATLEY

 

OF COUNSEL

W. CHRISTOPHER BARRIER

JOSEPH W. GELZINE

DONALD H. HENRY

13HERMANN IVESTER

ANNE S. PARKER

1LARRY PARKS

JOHN S. SELIG

MARCELLA J. TAYLOR

RICHARD A. WILLIAMS

    WRITERS DIRECT DIAL    

1 ONLY ADMITTED IN TEXAS

2 ADMITTED IN DISTRICT OF COLUMBIA  AND ARKANSAS

3 ADMITTED IN ARIZONA, TEXAS AND ARKANSAS

4 ADMITTED IN TENNESSEE AND ARKANSAS

5 ADMITTED IN TENNESSEE AND TEXAS

6 ADMITTED IN OKLAHOMA AND ARKANSAS

7 ADMITTED IN TEXAS AND ARKANSAS

8 ADMITTED IN LOUISIANA AND ARKANSAS

9 ADMITTED IN MISSOURI AND ARKANSAS

  March 28, 2013  

10 ADMITTED IN COLORADO AND ARKANSAS

11 ADMITTED IN NEW YORK, WASHINGTON, D.C. AND TEXAS

12 ADMITTED IN NEW YORK AND PENNSYLVANIA

13 ADMITTED IN THE U.S. PATENT

AND TRADEMARK OFFICE AND ARKANSAS

14 ADMITTED IN PENNSYLVANIA AND ARKANSAS

15 ADMITTED IN GEORGIA AND TEXAS

ALL OTHERS ADMITTED ONLY IN ARKANSAS

Board of Directors

Universal Truckload Services, Inc.

12755 E. Nine Mile Road

Warren, Michigan 48089

Re: Registration Statement on Form S-3

Gentlemen:

We have acted as counsel to Universal Truckload Services, Inc., a corporation organized under the laws of the State of Michigan (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of a shelf Registration Statement on Form S-3 (the “Registration Statement”). The Registration Statement is being filed under the Securities Act on the date hereof for the registration of (a) the following securities, to be offered and sold from time to time in one or more offerings by the Company, as more fully described in the Registration Statement:

 

  (i)

common stock, no par value, of the Company;

 

  (ii)

preferred stock, no par value, of the Company;

 

  (iii)

debt securities of the Company;

 

  (iv)

rights of the Company; and

 

  (v)

warrants of the Company;

and (b) secondary shares of common stock, no par value, of the Company to be offered and sold from time to time in one or more offerings by certain selling stockholders of the Company named in the prospectus constituting a part of the Registration Statement (collectively “the Securities”).


Board of Directors

Universal Truckload Services, Inc.

March 28, 2013

Page 2

 

This opinion letter is furnished to you at your request to enable you 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.

In so acting we have examined originals, or copies certified or otherwise identified to our satisfaction, of (a) an executed copy of the Registration Statement, including the prospectus filed therewith constituting a part of the Registration Statement and the exhibits to the Registration Statement; (b) those exhibits that have been incorporated by reference to the Registration Statement; (c) the Amended and Restated Articles of Incorporation of the Company; (d) the Second Amended and Restated Bylaws of the Company; (e) certain resolutions adopted by the Board of Directors of the Company (the “Board”) with respect to the Registration Statement and the issuance of the Securities contemplated thereby; and (f) such other documents, records, certificates and other instruments as in our judgment are necessary or appropriate for purposes of this opinion.

In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies. 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 Michigan Business Corporation Act, as amended, and the federal laws of the United States. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations.

With respect to the Securities to be offered and sold by the Company, we have assumed that (i) the Securities to be offered by the Company will have been specifically authorized for issuance by the Board; (ii) any debt securities offered by the Company will be issued pursuant to one or more indentures, each to be between the Company and a financial institution identified therein as the trustee; (iii) any Securities issuable upon conversion, exchange, or exercise of any Securities being offered will have been duly authorized, created, and, if appropriate, reserved for issuance upon such conversion, exchange, or exercise; (iv) the Commission will have entered an appropriate order declaring effective the Registration Statement; (v) a prospectus supplement will have been filed with the Commission describing the Securities offered thereby; (vi) all Securities will be offered and sold in compliance with applicable federal and state securities laws and solely in the manner stated in the Registration Statement and the applicable prospectus supplement; (vii) to the extent applicable, a definitive purchase, underwriting, guarantee, or similar agreement with respect to the Securities will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; and (viii) the terms of the Securities will not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, and will comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company.

 


Board of Directors

Universal Truckload Services, Inc.

March 28, 2013

Page 3

 

With respect to the issuance and sale of any capital stock by the Company, we have assumed that, at the time of issuance and sale, a sufficient number of shares of common and/or preferred stock are authorized and reserved or available for issuance and that the consideration for the issuance and sale of the capital stock will consist of any tangible or intangible property or benefit to the Company, including but not limited to cash, promissory notes, services performed, contracts for services to be performed, or other securities of the Company, as approved by the Board or a committee thereof, and that such consideration is adequate. We have also assumed that (i) with respect to the issuance and sale of any debt securities by the Company, at the time of execution, authentication, issuance and delivery of such debt securities, the applicable indenture will be the valid and legally binding obligation of the trustee named therein; (ii) with respect to Securities being issued upon conversion of any convertible preferred stock, the applicable convertible preferred stock will be duly authorized, validly issued, fully paid and nonassessable; and (iii) with respect to any Securities being issued upon exercise of any warrants, the applicable warrants will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, rehabilitation, moratorium, fraudulent conveyance, marshalling, or other laws relating to or affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

Based upon, subject to and limited by the foregoing, we are of the opinion that:

1. The shares of common stock of the Company to be offered by the selling stockholders have been duly authorized and are validly issued, fully paid and nonassessable.

2. When issued upon the terms and conditions set forth in the Registration Statement and upon approval of the issuance and sale of the Securities consisting of capital stock, or any portion thereof, by the Board, such Securities will be validly issued, fully paid and nonassessable.

3. With respect to any debt securities, when (i) the terms of the debt securities and of their issuance and sale have been duly established in conformity with the applicable indenture so as not to violate any law or result in any 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 body having jurisdiction over the Company; (ii) the Board has taken all necessary corporate action to approve the issuance and terms of such debt securities, the terms of the offering thereof, and related matters; (iii) the applicable indenture and any supplemental indenture relating to the debt securities have been duly authorized, executed and delivered by the Company and by the trustee thereunder; (iv) the debt securities have been duly executed and authenticated in accordance with the indenture; and (v) the debt securities have been issued as contemplated in the Registration Statement and any applicable prospectus supplement thereto, such debt securities will constitute valid and binding obligations of the Company.

 


Board of Directors

Universal Truckload Services, Inc.

March 28, 2013

Page 4

 

4. With respect to any rights, when the terms of the rights and of their issuance and sale have been duly authorized by the Company, the applicable rights agreement has been duly authorized, executed and delivered by the parties thereto, and such rights have been duly executed and delivered in accordance with the applicable rights agreement and issued and sold as contemplated in the Registration Statement and any applicable prospectus supplement thereto, such rights will constitute valid and binding obligations of the Company.

5. With respect to any warrants, when (i) the Board has taken all necessary corporate action to approve the issuance and terms of such warrants, the terms, execution and delivery of any warrant agreement relating to the warrants, the terms of the offering thereof and related matters; (ii) the warrant agreement has been duly authorized and validly executed and delivered; and (iii) such warrants have been duly executed, attested, issued and delivered by duly authorized officers of the Company in accordance with the provisions of the applicable warrant agreement and the applicable definitive purchase, underwriting or similar agreement approved by the Board, upon payment of the consideration provided for therein, such warrants will constitute valid and binding obligations of the Company.

Our opinion represents the reasoned judgment of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C., as to certain matters of law based upon facts presented to us or assumed by us and should not be considered or construed as a guaranty. This opinion letter has been prepared solely for your use in connection with the filing of the Registration Statement and speaks as of the date hereof. Our opinion is subject to future changes in law or fact, and we disclaim any obligation to advise you of or update this opinion for any changes of applicable law or facts that may affect matters or opinions set forth herein.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this opinion and consent, we do not admit that we are an “expert” within the meaning of the Securities Act.

 

Very truly yours,

/s/ MITCHELL, WILLIAMS, SELIG,

GATES & WOODYARD, P.L.L.C.

 

MITCHELL, WILLIAMS, SELIG,

GATES & WOODYARD, P.L.L.C.