Exhibit 5.1

 

 




 
KANE KESSLER, P.C.
600 THIRD AVENUE
NEW YORK, NEW YORK 10016-1901
TEL 212.541.6222
FAX 212.245.3009
WWW.KANEKESSLER.COM

WRITER’S DIRECT NUMBER

WRITER’S EMAIL

 

October 29, 2021

 

Clarus Corporation

2084 East 3900 South

Salt Lake City, UT 84124

 

Ladies and Gentlemen:

 

We have acted as special counsel to Clarus Corporation, a Delaware corporation (the “Company”), in connection with its filing on March 10, 2021 of a Registration Statement on Form S-3 (File No. 333-254105) with the Securities and Exchange Commission (the “Commission”) relating to the registration of the offering by the Company of up to $250,000,000 of any combination of securities of the types specified therein. The Registration Statement was declared effective by the Commission on April 8, 2021. Reference is made to our opinion letter dated March 10, 2021 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on October 28, 2021 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of up to 3,162,500 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) covered by the Registration Statement. The shares of Common Stock are being offered and sold by the Company pursuant to a certain Underwriting Agreement, dated October 26, 2021 (the “Underwriting Agreement”) entered into by and between the Company and BofA Securities, Inc., as representative of the several underwriters named therein (“Underwriters”) (including up to 412,500 Shares that may be sold by the Company upon exercise of an option to purchase additional shares to be granted to the Underwriters).

 

In our capacity as special counsel to the Company in connection with the matters referred to above, we have examined copies of the following: (i) the Amended and Restated Certificate of Incorporation of the Company, as amended to date and currently in effect (the “Amended and Restated Certificate”), (ii) the Amended and Restated By-laws of the Company currently in effect, (iii) certain records of the Company’s corporate proceedings as reflected in its minute books; (iv) the Registration Statement, as amended, in the form it was filed with the Commission, as amended; and (v) the form of the prospectus supplement and the accompanying prospectus included as a part of the Registration Statement delivered to the Underwriters in accordance with the Securities Act with respect to the shares of Common Stock issued pursuant to the Underwriting Agreement. We have also examined such other documents, papers, authorities and statutes as we have deemed necessary to form the basis of the opinions hereinafter set forth.

 

 

 

 

Clarus Corporation

Re: Registration Statement on Form S-3

Page 2

 

Each share of Common Stock is accompanied by a right (each, a “Right” and collectively, the “Rights”) to purchase under certain circumstances, from the Company, one one-hundredth of a share of the Company’s Series A junior participating preferred stock, par value $0.0001 per share (the “Series A Junior Participating Preferred Stock”), pursuant to a Rights Agreement, dated as of February 12, 2008 (the “Plan”), between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”) for which no separate consideration has been received. The Rights associated with the shares of Common Stock initially will trade together with the shares of Common Stock.

 

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such documents. As to certain facts material to this opinion, we have relied upon oral or written statements and representations of officers and other representatives of the Company including that the number of shares of Common Stock and Rights, as the case may be, which the Company is authorized to issue in its Amended and Restated Certificate exceeds (i) the number of shares of Common Stock or Rights outstanding, as the case may be, (ii) the number of shares of Common Stock or Rights, as the case may be, held as treasury shares, (iii) the number of shares of Common Stock or Rights, as the case may be, the Company has otherwise reserved for issuance for any purpose, and (iv) the number of shares of Common Stock which the Company has issued pursuant to the Underwriting Agreement and we have assumed for purposes of our opinion herein that such condition will remain true at all future times relevant to this opinion. We have also assumed that the shares of Common Stock have been issued and delivered against adequate consideration therefor (not less than par value for the offered shares of Common Stock) and that an appropriate prospectus supplement with respect to the shares of Common Stock and Rights included therein to be offered pursuant to the Underwriting Agreement has been prepared, and has been delivered and filed in compliance with the Securities Act. We have also relied on certificates of public officials, and such other documents and information as we have deemed necessary or appropriate to enable us to render the opinions expressed below. We have not undertaken any independent investigation to determine the accuracy of any such facts.

 

We have also assumed that (i) at the time of issuance and delivery of the Rights, the Plan is the valid and legally binding obligation of the Rights Agent, (ii) the Rights Agent is validly existing under the law of the jurisdiction in which it is organized and (iii) at the time of issuance and delivery of the Rights, there are a sufficient number of Rights and shares of Series A Junior Preferred Stock authorized under the Plan and the Amended and Restated Certificate, as the case may be, and are not otherwise reserved for issuance.

 

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that in our opinion, the shares of Common Stock are validly issued, fully paid and non-assessable.

 

2

 

 

Clarus Corporation

Re: Registration Statement on Form S-3

Page 3

 

We hereby consent to the filing of this opinion as an exhibit to a current report on Form 8-K to be filed by the Company and its incorporation by reference into the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the prospectus supplement, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

 

We are qualified to practice law in the State of New York and do not purport to be experts on any law other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal law of the United States. We are not admitted or qualified to practice in the State of Delaware; however, we are generally familiar with the Delaware General Corporation Law as currently in effect and have made such inquiries as we deem necessary to render the opinions contemplated herein. We express no opinion regarding the Securities Act, or any other federal or state securities laws or regulations.

 

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. This opinion letter is limited to the specific legal matters expressly set forth herein and is limited to present statutes, regulations and administrative and judicial interpretations. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or regulations.

 

  Very truly yours,
   
  KANE KESSLER, P.C.
   
  By:  /s/ Jeffrey S. Tullman, President

 

3