EX-5 1 May 23, 1995 Exhibit 5.1 Osmonics, Inc. 5951 Clearwater Drive Minnetonka, MN 55343 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted on behalf of Osmonics, Inc. (the "Company") in connection with a Registration Statement on Form S-8 filed by the Company with the Securities and Exchange Commission (the "Registration Statement"), relating to 400,000 shares of Common Stock, $0.01 par value (the "Shares") to be issued by the Company pursuant to the terms of the Osmonics, Inc. 1995 Employee Stock Purchase Plan (the "Employee Plan"). Upon examination of such corporate documents and records as we have deemed necessary or advisable for the purposes hereof and including and in reliance upon certain certificates by the Company, it is our opinion that: 1. The Company is a validly existing corporation in good standing under the laws of the State of Minnesota. 2. The Shares, when issued and paid for as contemplated by the Employee Plan, and when delivered against payment therefor in the manner contemplated by the Employee Plan, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, MASLON EDELMAN BORMAN & BRAND, a Professional Limited Liability Partnership EX-23 2 Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT Osmonics, Inc. We consent to the incorporation by reference in this Registration Statement of Osmonics, Inc. on Form S-8 of the reports of Deloitte & Touche LLP dated February 10, 1995 appearing in and incorporated by reference in the Annual Report on Form 10-K of Osmonics, Inc. for the year ended December 31, 1994. /s/Deloitte & Touche LLP Minneapolis, Minnesota May 19, 1995 S-8 3 As filed with the Securities and Exchange Commission on May 23, 1995 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Osmonics, Inc. (Exact name of registrant as specified in charter) Minnesota (State or other jurisdiction of incorporation) 41-0955759 (I.R.S. employer identification number) 5951 Clearwater Drive Minnetonka, Minnesota 55343 (Address of principal executive offices) Osmonics, Inc. 1995 Employee Stock Purchase Plan (Full title of Plan) Ruth Carol Spatz Corporate Secretary Osmonics, Inc. 5951 Clearwater Drive Minnetonka, Minnesota 55343 (Name and address of agent for service) Copies to: Russell F. Lederman, Esq. Maslon Edelman Borman & Brand, a Professional Limited Liability Partnership 3300 Norwest Center Minneapolis, Minnesota 55402 (612) 672-8200 CALCULATION OF REGISTRATION FEE Title of each Proposed Proposed Amount of class of maximum maximum registration securities to Amount to offering price aggregate fee be registered be registered per Share(1) offering price(1) Common 400,000 shares $17.125 $6,850,000 $2,362.07 Stock ($0.01 par value per share) (1) Estimated solely for purposes of computing the registration fee in accordance with Rule 457(h) and based upon the average of the high and low prices of the Common Stock on the New York Stock Exchange on May 17, 1995. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995. (c) Description of the Registrant's Common Stock, $0.01 par value per share, included under the caption "Securities to be Registered" in the Registrant's Registration Statement on Form 8-A dated December 16, 1993. All documents subsequently filed by the small business issuer pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act ), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Company is governed by Minnesota Statutes Chapter 302A. Minnesota Statutes Section 302A.521 provides that a corporation shall indemnify any person made or threatened to be made a party to any proceeding by reason of the former or present official capacity of such person against judgments, penalties, fines, including, without limitation, excise taxes assessed against such person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorney's fees and disbursements, incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding, such person has not been indemnified by another organization or employee benefit plan for the same expenses with respect to the same acts or omissions; acted in good faith; received no improper personal benefit and Section 302A.255, if applicable, has been satisfied; in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and in the case of acts or omissions by persons in their official capacity for the corporation, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions by persons in their capacity for other organizations, reasonably believed that the conduct was not opposed to the best interests of the corporation. Item 7. Exemption From Registration Claimed Not applicable. Item 8. Exhibits. 5.1. Opinion of Maslon Edelman Borman & Brand, a Professional Limited Liability Partnership 23.1. Consent of Maslon Edelman Borman & Brand, a Professional Limited Liability Partnership (contained in Exhibit 5). 23.2. Consent of Deloitte & Touche LLP 24.1. Power of Attorney (included on page II-4). Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which the offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933 (the Securities Act ), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Minnetonka, State of Minnesota on May 17, 1995. OSMONICS, INC. Registrant By /s/ D. Dean Spatz Its CEO POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael L. Snow and Russell F. Lederman, each or either of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. Name Title Date /s/ D. Dean Spatz President, Chief Executive Officer 17 May, 1995 D. Dean Spatz Princial Executive Officer) and Chairman of the Board of Directors Officer) /s/ R. Carol Spatz Corporate Secretary and Director 17 May, 1995 R. Carol Spatz /s/ L. Lee Runzheimer Chief Financial Officer (Principal 17 May, 1995 L. Lee Runzheimer Financial and Accounting Officer) /s/ Ralph E. Crump Director 17 May, 1995 Ralph E. Crump /s/ Charles W. Palmer Director 17 May, 1995 Charles W. Palmer /s/ Verity C. Smith Director 17 May, 1995 Verity C. Smith /s/ Michael L. Snow Director 17 May, 1995 Michael L. Snow EXHIBIT INDEX Exhibit No. Description of Exhibit Page No. 5.1. Opinion of Maslon Edelman Borman & Brand, a Professional Limited Liability Partnership. 23.1. Consent of Maslon Edelman Borman & Brand, a Professional Limited Liability Partnership (contained in Exhibit 5.1). 23.2. Consent of Deloitte & Touche LLP. 24.1. Power of Attorney (included on page 4.)