EX-5.1 7 d38154dex51.htm EX-5.1

Exhibit 5.1

|  | 53rd at Third
|  | 885 Third Avenue
|  | New York, New York 10022-4834
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October 21, 2020 |  | Century City |  | Orange County
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|  | Düsseldorf |  | San Diego
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Allegro MicroSystems, Inc. |  | Hamburg |  | Seoul
955 Perimeter Road |  | Hong Kong |  | Shanghai
Manchester, NH 03103 |  | Houston |  | Silicon Valley
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Re: | Registration Statement No. 333-249348; 28,750,000 shares of Common Stock, par value $0.01 per share

Ladies and Gentlemen:

We have acted as special counsel to Allegro MicroSystems, Inc., a Delaware corporation (the “Company”), in connection with (i) the proposed issuance and sale by the Company of 25,000,000 shares (the “Primary Shares”) of common stock, $0.01 par value per share (the “Common Stock”), and (ii) the proposed sale by the selling stockholders (the “Selling Stockholders”) identified in the Registration Statement (as defined below) of up to 3,750,000 shares of Common Stock to be issued to such Selling Stockholders upon the automatic conversion (the “Conversion”) of shares of Class A common stock, $0.01 par value per share, of the Company currently held by such Selling Stockholders into shares of Common Stock immediately following the pricing of the offering contemplated by the Registration Statement (as defined below) in accordance with the terms of the Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) of the Company (the “Secondary Shares” and, together with the Primary Shares, the “Shares”). The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on October 6, 2020 (Registration No. 333-249348) (as amended, the “Registration Statement”). The term “Shares” shall include any additional shares of Common Stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware and we express no opinion with respect to any other laws.

October 21, 2020

Page 2

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1. When the Primary Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement, the issue and sale of the Primary Shares will have been duly authorized by all necessary corporate action of the Company, and the Primary Shares will be validly issued, fully paid and nonassessable.

2. Following the Conversion, when the Secondary Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the applicable Selling Stockholder, and have been issued by the Company in the circumstances contemplated by the Certificate of Incorporation, the Secondary Shares will have been duly authorized by all necessary corporate action of the Company, and the Secondary Shares will be validly issued, fully paid and nonassessable.

In rendering the foregoing opinions, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Shares. 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 Commission thereunder.

Very truly yours,
/s/ Latham & Watkins LLP