EX-5.1 2 a12-29844_1ex5d1.htm EX-5.1

Exhibit 5.1

 

Opinion of Counsel

 

December 20, 2012

 

Supreme Industries, Inc.

2581 E. Kercher Road

P. O. Box 237

Goshen, Indiana 46528

 

Re:                             Supreme Industries, Inc. Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to Supreme Industries, Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof.  The Registration Statement relates to the registration of up to 1,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.10 per share (the “Common Stock”) for issuance pursuant to the Supreme Industries, Inc. 2012 Long-Term Incentive Plan (the “Plan”).

 

In rendering the opinion set forth herein, we have reviewed: (i) the Registration Statement, (ii) the Plan, (iii) the Certificate of Incorporation of the Company, as amended through the date hereof (the “Certificate of Incorporation”), (iv) the Second Amended and Restated Bylaws of the Company (the “Bylaws”), (v) a specimen of the Company’s Common Stock certificate and (vi) resolutions of the Board of Directors of the Company.  In addition, we have examined originals or photostatic or certified copies of certain of the records and documents of the Company, copies of public documents, certificates of officers of the Company, and such other agreements, instruments and documents as we have deemed necessary in connection with the opinion hereinafter expressed. As to various questions of fact material to the opinion expressed below, we have relied solely upon certificates or comparable documents of officers and representatives of the Company without independent check or verification of their accuracy.

 

In making such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents.

 

In rendering the opinion set forth below, we have assumed that, at the time of the issuance of the Shares: (i) the resolutions of the Company referred to above will not have been modified or rescinded, (ii) there will not have occurred any change in the law affecting the authorization, execution, delivery, validity or fully paid status of the Common Stock, (iii) the Company will receive consideration for the issuance of the Shares that is at least equal to the par value of the Common Stock, and (iv) the stock certificates (if any) representing the Shares will comply with the provisions of the Certificate of Incorporation and Bylaws of the Company, each as amended to date, and the laws of the State of Delaware when the Shares are issued.

 

Based on our examination described above, subject to the assumptions and limitations stated herein, and relying on the statements of fact contained in the documents that we have examined, we are of the opinion that upon issuance of the Shares in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable.

 


 

The opinion expressed herein is limited exclusively to the General Corporation Law of the State of Delaware (the “DGCL”) and we have not considered, and express no opinion on, any other laws or the laws of any other jurisdiction.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to us in the Registration Statement. In giving this consent, we do not thereby 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 Commission thereunder.  This opinion is given as of the effective date of the Registration Statement and we assume no obligation to update or supplement such opinion after the effective date of the Registration Statement to reflect any facts or circumstances that may thereafter come to our attention or any changes that may thereafter occur.

 

Very truly yours,

 

 

 

/s/ HAYNES AND BOONE, LLP

 

 

 

Haynes and Boone, LLP