EX-5.1 2 w11413exv5w1.htm OPINION OF JAMES J. LEYDEN exv5w1
 

EXHIBIT 5.1
[TELEFLEX INCORPORATED LETTERHEAD]
August 2, 2005
Teleflex Incorporated
155 South Limerick Road
Limerick, Pennsylvania 19468
     
Re:
  Teleflex Incorporated
 
  Registration Statement on Form S-8 Relating to the
 
  Teleflex Incorporated 401(k) Savings Plan
Ladies and Gentlemen:
I am Associate General Counsel of Teleflex Incorporated, a Delaware corporation (the “Company”), and have acted as counsel to the Company in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”). The Registration Statement relates to 500,000 shares (the “Shares”) of the Company’s common stock, $1 par value, issuable under the Teleflex Incorporated 401(k) Savings Plan (the “Plan”) (formerly, the Teleflex Incorporated Voluntary Investment Plan).
In connection with this opinion letter, I have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Certificate of Incorporation and Bylaws of the Company and such other documents, records and instruments as I have deemed appropriate for purposes of the opinion set forth herein.
I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to me as originals, the conformity with the originals of all documents submitted to me as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to me as copies.
Based upon the foregoing, I am of the opinion that Shares to be originally issued under the Plan are duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the Delaware General Corporation Law.
I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, I do not hereby admit that I am acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.
Very truly yours,
/s/ James J. Leyden
James J. Leyden
Associate General Counsel