Exhibit 5.1
[Letterhead of McDermott Will & Emery]
January 20, 2006
Actuant Corporation
6100 North Baker Road
Milwaukee, Wisconsin 53209
Re: | Actuant Corporation Amended and Restated 2001 Outside Directors Stock Plan |
Ladies and Gentlemen:
We are providing this opinion in connection with the Registration Statement of Actuant Corporation (the Company) on Form S-8 (the Registration Statement) to be filed under the Securities Act of 1933, as amended (the Act), with respect to the proposed sale of up to an additional 100,000 shares of Class A Common Stock, par value $.20 per share, of the Company (the Shares) pursuant to the Companys Amended and Restated 2001 Outside Directors Stock Plan (the Plan).
We have examined: (i) the Registration Statement; (ii) the Companys Restated Articles of Incorporation and Amended and Restated Bylaws, each as amended to date; (iii) the Plan; and (iv) the corporate proceedings relating to the authorization for the issuance of the Shares pursuant to the Plan.
In addition to the examination outlined above, we have conferred with various officers of the Company and have ascertained or verified, to our satisfaction, such additional facts as we deemed necessary or appropriate for the purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, the genuineness of all signatures on documents reviewed by us and the legal capacity of natural persons.
Based on the foregoing, we are of the opinion that all corporate proceedings necessary for the authorization, issuance and delivery of the Shares under the Plan have been duly taken and, upon issuance pursuant to the terms of the Plan, will be validly issued, fully paid and nonassessable, subject to the personal liability which may be imposed on shareholders by Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, as judicially interpreted, for debts owing to employees for services performed.
The Companys Secretary, Helen R. Friedli, is a partner of McDermott Will & Emery LLP, which serves as counsel to the Company.
This opinion is furnished to you solely for your benefit in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise referred to for any
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other purpose without our prior written consent. Notwithstanding the foregoing, we hereby consent to the references to our firm in the Registration Statement and to the filing of this opinion by the Company as an Exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ McDermott Will & Emery LLP