EX-5.1 2 a14-7393_1ex5d1.htm EX-5.1

Exhibit 5.1

 

 

March 6, 2014

 

Green Mountain Coffee Roasters, Inc.

33 Coffee Lane

Waterbury, Vermont 05676

 

Ladies and Gentlemen:

 

This opinion is furnished to you in connection with the registration statement on Form S-8 (the “Registration Statement”), filed by Green Mountain Coffee Roasters, Inc. (the “Company”) on March 6, 2014 with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), with respect to 17,100,000 shares of common stock, $0.10 par value per share (the “Shares”), of which up to 8,000,000 Shares are authorized for issuance under the Green Mountain Coffee Roasters, Inc. 2014 Omnibus Incentive Plan (the “2014 Omnibus Plan”) and up to 9,100,000 Shares are authorized for issuance under the Green Mountain Coffee Roasters, Inc. 2014 Amended and Restated Employee Stock Purchase Plan (the “2014 ESPP” and, collectively with the 2014 Omnibus Plan, the “Plans”).

 

I have acted as counsel for the Company in connection with the filing of the Registration Statement.  For purposes of this opinion, I have examined and relied upon such documents, records, certificates and other instruments as I have deemed necessary.

 

The opinions expressed below are limited to the Delaware General Corporation Law, including the reported cases interpreting those laws.

 

Based upon and subject to the foregoing, I am of the opinion that the Shares have been duly authorized and when issued and delivered against payment thereof in accordance with the terms of the applicable Plan, and when the Registration Statement has become effective under the Act, the Shares will be validly issued, fully paid and non-assessable.

 

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC thereunder.

 

 



 

This opinion may be used only in connection with the offer and sale of Shares while the Registration Statement is in effect.

 

 

 

Very truly yours,

 

 

 

 

 

/s/ Michael J. Degnan

 

Name:  Michael J. Degnan

 

Title:  Chief Legal Officer, Corporate General Counsel