EX-5.1 2 d255594dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

SIMPSON THACHER & BARTLETT LLP

425 LEXINGTON AVENUE

NEW YORK, N.Y. 10017-3954

(212) 455-2000

 

 

FACSIMILE (212) 455-2502

 

DIRECT DIAL NUMBER

   E-MAIL ADDRESS

(212) 455-3352

   KWALLACH@STBLAW.COM

September 12, 2016

Blue Buffalo Pet Products, Inc.

11 River Road

Wilton, Connecticut 06897

Ladies and Gentlemen:

We have acted as counsel to Blue Buffalo Pet Products, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to (1) the sale of up to 14,250,000 outstanding shares of common stock of the Company, par value $0.01 per share (“Common Stock”) by certain selling stockholders identified in the Registration Statement (the “Selling Stockholders Outstanding Shares”) and (2) the sale by a certain selling stockholder identified in the Registration Statement of up to 50,000 shares of Common Stock to be issued by the Company to such selling stockholder upon the exercise of options issued and outstanding under the Amended and Restated 2012 Stock Purchase and Option Plan of the Company (the “Plan”) (the “Selling Stockholder Stock Option Shares”). The Selling Stockholders Outstanding Shares and the Selling Stockholder Stock Option Shares may be sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”) and supplements to the Prospectus and pursuant to Rule 415 under the Securities Act.


We have examined the Registration Statement and the Amended and Restated Certificate of Incorporation of the Company. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

 

  1. The Selling Stockholders Outstanding Shares have been validly issued, and are fully paid and nonassessable.

 

  2. Upon issuance and delivery in accordance with the terms of the Plan and the options issued pursuant thereto, the Selling Stockholder Stock Option Shares will be validly issued, fully paid and nonassessable.

We do not express any opinion herein concerning any law other than the Delaware General Corporation Law. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

 

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