Exhibit 5.1
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330 North Wabash Avenue |
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Suite 2800 |
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Chicago, Illinois 60611 |
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Tel: +1.312.876.7700 Fax: +1.312.993.9767 |
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www.lw.com |
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FIRM / AFFILIATE OFFICES |
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Austin |
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Milan |
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Beijing |
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Munich |
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Boston |
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New York |
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Brussels |
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Orange County |
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Century City |
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Paris |
| July 18, 2024 |
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Chicago |
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Riyadh |
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Dubai |
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San Diego |
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Düsseldorf |
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San Francisco |
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Frankfurt |
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Seoul |
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Hamburg |
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Silicon Valley |
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Hong Kong |
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Singapore |
| Enovis Corporation |
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Houston |
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Tel Aviv |
| 2711 Centerville Road, Suite 400 |
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London |
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Tokyo |
| Wilmington, Delaware 19808 |
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Los Angeles |
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Washington, D.C. |
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Madrid |
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Re: |
Registration Statement No. 333-277239 |
971,343 Shares of Common Stock
To the
addressees set forth above:
We have acted as special counsel to Enovis Corporation,
a Delaware corporation (the “Company”), in connection with the potential sale by a certain shareholder of the Company (the “Selling Shareholder”) of up to 971,343 shares of the Company’s common
stock, par value $0.001 per share (the “Shares”). The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the
“Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 22, 2024 (Registration No. 333-277239) (as so filed and as
amended, the “Registration Statement”), a base prospectus, dated February 22, 2024, included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), and a
final prospectus supplement, dated July 18, 2024, filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”).
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation
S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the
sale of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for
purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the
internal laws of the Delaware General Corporation Law (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Shares have been duly
authorized by all necessary corporate action of the Company and are validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all
applicable notice requirements regarding uncertificated shares provided in the DGCL.