Exhibit 5
OPINION OF KOZLOFF STOUDT
Kozloff Stoudt
Attorneys at Law
2640 Westview Drive
P.O. Box 6286
Wyomissing, Pennsylvania 19610
December 21, 2000
Arrow International, Inc.
P.O. Box 12888
2400 Bernville Road
Reading, Pennsylvania 19612
Ladies and Gentlemen:
We have acted as counsel to Arrow International, Inc., a Pennsylvania
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") to be filed by the Company on or about
December 22, 2000 with the Securities and Exchange Commission (the "SEC") under
the Securities Act of 1933, as amended (the "Act"), for the purpose of
registering with the SEC an aggregate of three million (3,000,000) shares (the
"Shares") of common stock of the Company, no par value (the "Common Stock"),
consisting of: (1) 2,998,680 shares to be issued as awards pursuant to the
Company's 1999 Stock Incentive Plan (the "Plan"), and (2) an aggregate of 1,320
shares that have been issued to certain employees of the Company (the "Selling
Shareholders") pursuant to their exercise of options granted to them under the
Plan prior to the filing of the Registration Statement. The Registration
Statement provides that the Selling Shareholders may sell their shares, from
time to time, in one or more transactions, pursuant to a reoffer prospectus (the
"Reoffer Prospectus").
In connection with the foregoing, we have examined, among other documents,
copies of the following: (i) the Registration Statement, (ii) the Reoffer
Prospectus, (iii) the Restated Articles of Incorporation of the Company, (iv)
the By-laws of the Company, and (v) the Plan. We have also examined originals or
copies, certified or otherwise identified to our satisfaction, of such corporate
records of the Company, agreements and such other instruments and certificates
of officers of the Company, and have made such investigations of law, as, in our
experience, are necessary or appropriate as a basis for the opinions expressed
below.
As to questions of fact material to our opinions expressed herein, we
have, when relevant facts were not independently established, relied upon
certificates of, and information received from, the Company and/or
representatives of the Company. We have made no independent investigation of the
facts stated in such certificates or as to any information received from the
Company and/or representatives of the Company and do not opine as to the
accuracy of such factual matters. We also have relied, without investigation,
upon certificates and other documents from, and conversations with, public
officials. In addition, we have assumed that, at or prior to the time of
issuance and sale of any of the Shares: (i) no stop order shall have been issued
in respect of the Registration Statement, (ii) there shall not have occurred,
since the date of this opinion, any change in law affecting the validity of the
Shares or the
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Arrow International, Inc.
December 21, 2000
Page 2
ability or the capacity of the Company to issue any of the Shares, and (iii) the
Company shall not have effected any material change to its Restated Articles of
Incorporation or By-laws.
Members of our firm involved in the preparation of this opinion are
licensed to practice law in the Commonwealth of Pennsylvania and we do not
purport to be experts on, or to express any opinion herein concerning, the laws
of any jurisdiction other than the laws of the Commonwealth of Pennsylvania.
Based upon and subject to the foregoing, and the other qualifications and
limitations contained herein, and after (a) the Registration Statement has
become effective under the Act and assuming that such effectiveness remains in
effect throughout the period during which shares of Common Stock are issued
pursuant to the Plan, (b) the shares of Common Stock issued or to be issued
pursuant to the Plan have, if required, been duly qualified or registered, as
the case may be, for sale under applicable state securities laws and all
applicable securities laws are complied with, (c) all necessary action by the
shareholders of the Company and the Board of Directors or a duly designated
committee of the Board of Directors of the Company shall have been taken to duly
authorize the Plan and the issuance of options, other rights and shares of
Common Stock issued or to be issued pursuant to the Plan (the "Corporate
Action"), and (d) the options, other rights and shares of Common Stock issued or
to be issued pursuant to the Plan have been delivered pursuant to and in
accordance with the terms of the Plan and related agreements and instruments
against payment therefor in accordance with the terms of the relevant Corporate
Action, the Plan and related agreements and instruments, we are of the opinion
that the 2,998,680 shares of Common Stock to be issued pursuant to the Plan and
the 1,320 shares of Common Stock that have been issued to the Selling
Shareholders pursuant to the Plan, and an indeterminate number of shares of
Common Stock as may be issued by reason of any stock split, stock dividend,
recapitalization or similar transaction, will have been duly authorized, validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name as it appears under the
caption "Legal Matters" in the Reoffer Prospectus. In giving such consent, we do
not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the SEC.
We further consent to the filing of this opinion as an exhibit to
applications to the securities commissioners of the various states of the United
States of America, to the extent so required, in connection with the
registration of the shares of Common Stock.
This opinion is limited to the matters stated herein, and no opinion or
belief is implied or may be inferred beyond the matters expressly stated herein.
The opinions expressed herein are rendered as of the date hereof, and we
disclaim any undertaking to advise you of changes in law or fact which may
affect the continued correctness of any of our opinions as of a later date.
Very truly yours,
/s/ Kozloff Stoudt
Professional Corporation
