EX-5.1 2 a08-22170_1ex5d1.htm EX-5.1

Exhibit 5.1

 

ATTORNEYS AT LAW

 

WASHINGTON HARBOUR

3000 K STREET, N.W., SUITE 500

 

WASHINGTON, D.C.  20007-5143

 

202.672.5300 TEL

 

202.672.5399 FAX

 

foley.com

 

 

 

August 22, 2008

CLIENT/MATTER NUMBER

 

302280-0139

 

 

 

Hanger Orthopedic Group, Inc.

Two Bethesda Metro Center, Suite 1200

Bethesda, Maryland 20814

 

Re:                               Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel for Hanger Orthopedic Group, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-3 (the “Registration Statement”) to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) the issuance and sale by the Company of up to 6,000,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), and (ii) the resale by the selling shareholder named therein (the “Selling Shareholder”) of up to 7,308,730 shares of Common Stock.

 

As counsel for the Company, we have examined and are familiar with the following:

 

(a)                        The Certificate of Incorporation of the Company, as amended, as filed in the Office of the Secretary of State of the State of Delaware;

 

(b)                       The By-laws of the Company;

 

(c)                        The proceedings of the Board of Directors of the Company in connection with or with respect to the preparation and filing of the Registration Statement; and

 

(d)                       Such other documents, Company records, and matters of law as we deemed to be pertinent.

 

Based upon our examination of such documents and our familiarity with such proceedings, it is our opinion that:

 

1.                             The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware.

 

2.                             The shares of Common Stock to be sold by the Company pursuant to the Registration Statement will, when issued and delivered to the purchasers against payment of the consideration therefore specified in the Registration Statement, be duly and validly issued, fully paid and nonassessable.

 

Boston

Brussels

CENTURY CITY

CHICAGO

Detroit

JACKSONVILLE

LOS ANGELES

MADISON

MIAMI

MILWAUKEE

NEW YORK

ORLANDO

SACRAMENTO

SAN DIEGO

SAN DIEGO/DEL MAR

SAN FRANCISCO

SHANGHAI

SILICON VALLEY

TALLAHASSEE

TAMPA

TOKYO

WASHINGTON, D.C.

 



 

GRAPHIC

 

3.          The shares of Common Stock held by the Selling Shareholder to be resold pursuant to the Registration Statement are validly issued, fully paid and nonassessable.

 

We hereby consent to the inclusion of this opinion as Exhibit 5 in said Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus included therein.  In giving this consent we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required under Section 7 of the Securities Act.

 

 

Very truly yours,

 

 

 

/s/ FOLEY & LARDNER LLP

 

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