Exhibit 5.1
4801 Main Street, Suite 1000
Kansas City, MO 64112
Main: 816.983.8000
Fax: 816.983.8080
May 29, 2014
InfuSystem Holdings, Inc.
31700 Research Park Drive
Madison Heights, Michigan 48071
Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel for InfuSystem Holdings, Inc., a Delaware corporation (the Company), in connection with the preparation of the Registration Statement on Form S-8 (the Registration Statement) being filed by the Company concurrently herewith with the Securities and Exchange Commission. The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the Act), of 700,000 shares of the Companys common stock, par value $0.0001 per share (the Shares), reserved for issuance under the Inducement Stock Option Agreement, dated April 1, 2013, between the Company and Eric K. Steen (the Steen Agreement), and 100,000 Shares reserved for issuance under the Inducement Stock Option Agreement between the Company and Michael McReynolds, dated April 29, 2013 (the McReynolds Agreement).
As counsel, we have reviewed the Good Standing Certificate with respect to the Company issued by the Secretary of State of Delaware dated May 9, 2014. We have also reviewed the organizational documents of the Company, including the Amended and Restated Certificate of Incorporation and the Bylaws as amended to date. We have relied, as to these and other factual matters which affect our opinion, on the Certificate of the Secretary of the Company dated as of May 22, 2014. We have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with the originals of all items submitted to us as copies.
Based upon the foregoing and subject to the qualifications and limitations stated herein, we are of the opinion that the Shares are duly and validly authorized and, when issued and paid for as contemplated by the Steen Agreement and the McReynolds Agreement, will be legally and validly issued, fully-paid and non-assessable shares of common stock of the Company.
We are members of the Bar of the State of Missouri and do not express any opinion with respect to the laws of any jurisdiction other than the laws of the State of Missouri. We express no opinion as to either the applicability or effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or under the rules and regulations of the Securities and Exchange Commission relating thereto.
Very truly yours, |
/s/ Husch Blackwell LLP |
HUSCH BLACKWELL LLP |