Exhibit 5.1 Opinion of Bingham McCutchen LLP
May 26, 2006
Waters Corporation
34 Maple Street
Milford, Massachusetts 01757
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel to Waters Corporation, a Delaware corporation (the “Company”), in
connection with the Company’s registration statement on Form S-3 to be filed on or about May 26,
2006 (the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed
public offering of an indeterminate amount of the following securities of the Company: (i) shares
of common stock, $0.01 par value per share (the “Common Stock”), (ii) shares of the Company’s
preferred stock, par value $0.01 per share (the “Preferred Stock”), (iii) warrants to purchase
shares of Common Stock and/or Preferred Stock (the “Warrants”), and (iv) shares of Common Stock
and/or Preferred Stock issuable upon exercise of the Warrants. The Common Stock, the Preferred
Stock and the Warrants are herein referred to as the “Registered Securities”. The Registered
Securities may be offered and sold by the Company from time to time pursuant to Rule 415 under the
Securities Act as set forth in the “base” prospectus which forms a part of the Registration
Statement (the “Prospectus”), and as to be set forth in one or more supplements to the Prospectus
that may be filed under the Securities Act. This opinion letter is furnished to you at your
request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R.
Section 229.601(b)(5), in connection with the filing of the Registration Statement.
As such counsel, we have reviewed the corporate proceedings taken by the Company with respect
to the registration of the Registered Securities. We have also examined and relied upon originals
or copies of such corporate records, documents, agreements or other instruments of the Company, and
such certificates and records of public officials, and such other papers, as we have deemed
necessary or appropriate in connection herewith. As to all matters of fact (including factual
conclusions and characterizations and descriptions of purpose, intention or other state of mind) we
have relied entirely upon certificates of officers of the Company, and have assumed, without
independent inquiry, the accuracy of those certificates.
For purposes of this opinion letter, we have assumed that:
(i) the issuance, sale, amount, and terms of the Registered Securities to be offered from time
to time will be duly authorized and established by proper action of the Board of Directors of the
Company, and in accordance with the Second Amended and
May 26, 2006
Page 2
Restated Certificate of Incorporation of the Company, as amended from time to time, the Amended and
Restated By-laws of the Company as amended from time to time, and applicable Delaware law, and
that, at the time of each such issuance and sale of such Registered Securities, the Company will
continue to be validly existing and in good standing under the laws of the State of Delaware, with
the requisite corporate power and authority to issue and sell all such Registered Securities at
such time;
(ii) any Warrants will be issued under one or more valid, binding, and enforceable warrant
agreements (each a “Warrant Agreement”);
(iii) any shares of Common Stock issued pursuant to the Registration Statement from time to
time will not exceed the maximum authorized number of shares of Common Stock under the Second
Amended and Restated Certificate of Incorporation of the Company, as the same may have been
amended, minus that number of shares of Common Stock that may have been issued and are outstanding,
or are reserved for issuance for other purposes, at such time; and
(iv) any shares of Preferred Stock issued pursuant to the Registration Statement from time to
time will not exceed the maximum authorized number of shares of Preferred Stock under the Second
Amended and Restated Certificate of Incorporation of the Company, as the same may have been
amended, minus that number of shares of Preferred Stock that may have been issued and are
outstanding, or are reserved for issuance for other purposes, at such time.
Subject to the limitations set forth below, we have made such examination of law as we have
deemed necessary for the purposes of expressing the opinions set forth in this letter. Such
opinions are limited solely to the General Corporation Law of the State of Delaware as applied by
courts located in Delaware, the applicable provisions of the Delaware Constitution and the reported
judicial decisions interpreting those laws.
Based upon the foregoing, we are of the opinion that:
1. Following effectiveness of the Registration Statement, the shares of Common Stock
registered under the Registration Statement, when duly authorized and issued against the full
payment specified therefor, which must have a value not less than the par value thereof, will be
validly issued, fully paid and nonassessable.
2. Following effectiveness of the Registration Statement, the shares of Preferred Stock
registered under the Registration Statement, when duly authorized and issued against the full
payment specified therefor, which must have a value not less than the par value thereof, will be
validly issued, fully paid and nonassessable.
3. Following effectiveness of the Registration Statement, the Warrants registered under the
Registration Statement, when duly authorized, executed and delivered against the payment specified
therefor, and pursuant to a Warrant Agreement or agreements duly authorized, executed and delivered
by the Company and the holder of the Warrants, will be validly issued.
May 26, 2006
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This opinion letter is given as of the date hereof, and we express no opinion as to the
effect of subsequent events or changes in law occurring or becoming effective after the date
hereof. We assume no obligation to update this opinion letter or otherwise advise you with respect
to any facts or circumstances or changes in law that may hereafter occur or come to our attention.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the reference to this firm under the heading “Validity of the Securities” in the Prospectus
included in the Registration Statement. In rendering this opinion and giving this consent, we do
not admit that we are an “expert” within the meaning of the Securities Act.
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Very truly yours, |
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/s/ BINGHAM McCUTCHEN LLP |
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BINGHAM McCUTCHEN LLP |