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EXHIBIT 5.1
[LETTERHEAD OF WEIL, GOTSHAL & MANGES LLP]
September 28, 2000
Wilson Greatbatch Technologies, Inc.
10,000 Wehrle Drive
Clarence, New York 14031
Ladies and Gentlemen:
We have acted as counsel to Wilson Greatbatch Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company of a Registration Statement on Form S-1 (the "Registration
Statement") filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, relating to the proposed offering of up to 5,750,000 shares (the
"Shares") of the common stock, par value $.001 per share, of the Company. The
Shares will be issued and sold pursuant to an Underwriting Agreement (the
"Underwriting Agreement") to be entered into among Donaldson, Lufkin &
Jenrette Securities Corporation, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Banc of America Securities LLC, U.S. Bancorp Piper Jaffray
Inc., DLJdirect Inc. and the Company. Capitalized terms defined in the
Underwriting Agreement and used (but not otherwise defined) herein are used
herein as so defined.
In so acting, we have examined originals or copies (certified or otherwise
identified to our satisfaction) of the form of the Underwriting Agreement filed
as an exhibit to the Registration Statement, the form of resolutions (the
"Resolutions") proposed to be adopted by the pricing committee (the "Pricing
Committee") of the Board of Directors of the Company authorizing the issuance
and sale of the Shares pursuant to the Underwriting Agreement and such corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
the Company, and have made such inquiries of such officers and representatives,
as we have deemed relevant and necessary as a basis for the opinions hereinafter
set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to these opinions that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company. We have also assumed for purposes hereof that
(i) the Underwriting Agreement will be executed and delivered in substantially
the form thereof filed as an exhibit to the Registration Statement and (ii) the
Pricing Committee will adopt the Resolutions authorizing the issuance and sale
of the Shares pursuant to the Underwriting Agreement in substantially the form
reviewed by us.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that the Shares, when issued and sold in the manner
described in the Registration Statement and in accordance with (i) the
Resolutions as adopted by the Pricing Committee and (ii) the terms of the
Underwriting Agreement, will be duly authorized, validly issued, fully paid
and non-assessable.
We hereby consent to the use of this letter as an exhibit to the
Registration Statement and to any and all references to our firm in the
Prospectus which is a part of the Registration Statement.
Very truly yours,
WEIL, GOTSHAL & MANGES LLP
