EX-5.1 2 d437756dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

LOGO   

 

3005 Highland Parkway

Downers Grove, IL 60515

OPINION OF COUNSEL

May 11, 2021

Dover Corporation

3005 Highland Parkway

Downers Grove, Illinois 60515

Ladies and Gentlemen:

I am Senior Vice President, General Counsel and Secretary of Dover Corporation, a Delaware corporation (the “Company”), and, as such, am generally familiar with its affairs, records, documents and obligations. Reference is hereby made to the post-effective amendment on Form S-8 (Registration No. 333-183414) (the “Post-Effective Amendment”) being filed by the Company with the Securities and Exchange Commission, relating to the registration of the 2012 Plan Shares (as defined below) authorized for issuance under the 2021 Plan (as defined below).

On May 7, 2021 (the “Effective Date”), the Company’s stockholders approved the Dover Corporation 2021 Omnibus Incentive Plan (the “2021 Plan”). The total number of shares of common stock of the Company, par value $1.00 per share (the “Common Stock”) authorized for issuance under the 2021 Plan consists in part of the 4,888,197 shares of Common Stock available for additional award grant purposes reserved for issuance under the Dover Corporation 2012 Equity and Cash Incentive Plan (the “2012 Plan”) as of the Effective Date (“2012 Plan Shares”).

In rendering the opinions expressed below, I or a member of my staff have examined and relied upon: (a) the Fifth Restated Certificate of Incorporation of the Company; (b) the Amended and Restated By-Laws of the Company; (c) the Post-Effective Amendment; (d) certain resolutions of the Board of Directors of the Company; (e) the 2012 Plan and the 2021 Plan and (f) such other documents, corporate records and instruments as I have deemed necessary or appropriate to form a basis for the opinions hereinafter expressed.

In connection with this opinion, I have assumed the genuineness of all signatures on all documents examined by me and the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as copies.

Based on the foregoing, and subject to the assumptions, limitations and qualifications herein set forth, it is my opinion that any 2012 Plan Shares that may be issued and delivered pursuant to the 2021 Plan have been duly authorized for issuance and, when issued and delivered in accordance with the terms set forth in the 2021 Plan and the applicable award agreement, will be validly issued, fully paid and nonassessable.

I do not express any opinion with respect to the law of any jurisdiction other than Delaware corporate law (including, to the extent applicable, the Delaware constitution and judicial decisions) and I do not express any opinion as to the effect of any other laws on the opinion herein stated. This opinion is given as of the date hereof. I assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter occur or come to my attention or any changes in law which may hereafter occur.


I hereby consent to the filing of this opinion as an exhibit to the Post-Effective Amendment and to the reference to me under the caption “Interests of Named Experts and Counsel” in the Post-Effective Amendment. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

 

Very truly yours,

/s/ Ivonne Cabrera

Ivonne Cabrera
Senior Vice President, General Counsel and Secretary
Dover Corporation