Exhibit 5.1
Faegre Drinker Biddle & Reath LLP
600 East 96th Street, Suite 600
Indianapolis, Indiana 46240
+1 317
569 9600 main
+1 317 569 4800 fax
August 3, 2023
ZimVie Inc.
10225 Westmoor Drive
Westminster, Colorado 80021
Re: ZimVie Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to ZimVie Inc.,
a Delaware corporation (the Company), in connection with the preparation and filing with the Securities and Exchange Commission (the Commission) of the Companys Registration Statement on Form S-8 (the Registration Statement) under the Securities Act of 1933, as amended (the Act), registering the offer and sale of up to 3,000,000 additional shares of the Companys common
stock, par value $0.01 per share (the Shares), pursuant to the ZimVie Inc. 2022 Stock Incentive Plan, as amended (the Plan).
For
purposes of this opinion letter, we have examined the Plan, the Registration Statement, the Companys Amended and Restated Certificate of Incorporation, as currently in effect, the Companys Amended and Restated Bylaws, as currently in
effect, and the resolutions of the Companys board of directors authorizing the issuance of the Shares. We have also examined a certificate of the Secretary of the Company dated the date hereof (the Certificate) and originals, or
copies certified or otherwise authenticated to our satisfaction, of such corporate and other records, agreements, instruments, certificates of public officials and documents as we have deemed necessary as a basis for the opinions hereinafter
expressed and have made such examination of law as we have deemed relevant and necessary in connection with the opinions hereinafter expressed. As to facts material to this opinion letter, we have relied upon certificates, statements or
representations of public officials, of officers and representatives of the Company (including the Certificate) and of others, without any independent verification thereof.
In our examination, we have assumed: (i) the legal capacity of all natural persons; (ii) the genuineness of all signatures, including electronic
signatures; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies; (v) the
authenticity of the originals of such latter documents; (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the agreements, documents, instruments, certificates and records we have reviewed;
and (vii) the absence of any undisclosed modifications to the agreements and instruments reviewed by us.
Based upon and subject to the foregoing and
to the other qualifications, assumptions and limitations set forth herein, we are of the opinion that all necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of the Shares to be issued in
accordance with the Plan and that, when (a) the Shares have been issued and sold as contemplated in the Registration Statement and related prospectus and in accordance with the Plan and any applicable award agreement, and (b) where
applicable, the consideration for the Shares specified in the Plan and any applicable award agreement has been received by the Company, the Shares will be validly issued, fully paid and nonassessable.
We do not express any opinion herein with respect to the laws of any jurisdiction other than, subject to the limitations and assumptions contained herein, the
General Corporation Law of the State of Delaware.
This opinion letter speaks only as of the date the Registration Statement becomes effective under the
Act, and we assume no obligation to revise or supplement this opinion letter thereafter. This opinion letter is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
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Very truly yours, |
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FAEGRE DRINKER BIDDLE &
REATH LLP |
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By: |
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/s/ Christine G. Long |
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Christine G. Long, Partner |