Exhibit 5.1
July 16, 2009
Bowne & Co., Inc.
55 Water Street
New York, New York 10014
Ladies and Gentlemen:
We have acted as counsel to Bowne & Co., Inc, a Delaware corporation (the Company), in
connection with the Registration Statement on Form S-3 (the Registration Statement) filed by the
Company with the Securities and Exchange Commission (the Commission) under the Securities Act of
1933, as amended (the Securities Act), relating to (i) shares of common stock of the Company, par
value $0.01 per share (the Common Stock); (ii) warrants to purchase Common Stock (the Common
Stock Warrants); (iii) shares of preferred stock of the Company, par value $0.01 per share (the
Preferred Stock); (iv) warrants to purchase Preferred Stock (the Preferred Stock Warrants); (v)
debt securities, which may be senior, senior subordinated or subordinated (collectively, the Debt
Securities); (vi) warrants to purchase Debt Securities (the Debt Security Warrants); (vii)
depositary shares (the Depositary Shares), which represent fractional interests in the Preferred
Stock and which may be represented by depositary receipts (the Depositary Receipts); (viii)
contracts for the purchase and sale of Common Stock (the Purchase Contracts); (ix) units
consisting of one or more of any of the Debt Securities, Securities Warrants (as defined below),
Preferred Stock, Depositary Shares, Purchase Contracts or Common Stock (the Units); and (x)
Common Stock, Preferred Stock, and Debt Securities that may be issued upon exercise of Securities
Warrants. The Common Stock, the Preferred Stock, the Debt Securities, the Securities Warrants, the
Depositary
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Shares, the Purchase Contracts and the Units are hereinafter referred to collectively as the
Securities. The Securities may be issued and sold or delivered from time to time as set forth in
the Registration Statement, any amendment thereto, the prospectus contained therein (the
Prospectus) and supplements to the Prospectus and pursuant to Rule 415 under the Securities Act
for an aggregate initial offering price not to exceed $150,000,000 or the equivalent thereof in one or
more foreign currencies or composite currencies.
The Debt Securities will be issued under an Indenture (the Indenture) between the Company
and The Bank of New York Mellon, as Trustee (the Trustee).
The Depositary Shares will be issued pursuant to one or more deposit agreements (each, a
Deposit Agreement) between the Company and such depositary as shall be named therein (the
Depositary).
The Common Stock Warrants, the Preferred Stock Warrants and the Debt Security Warrants are
hereinafter referred to collectively as the Securities Warrants. The Securities Warrants will be
issued under one or more warrant agreements (each, a Warrant Agreement) between the Company and
such warrant agent as shall be named therein.
The Purchase Contracts will be issued pursuant to one or more purchase contract agreements
(each, a Purchase Contract Agreement) between the Company and such purchase contract agent as
shall be named therein.
The Units may be issued pursuant to one or more unit agreements (each, a Unit Agreement)
between the Company and such unit agent as shall be named therein.
Each party to a Warrant Agreement, Deposit Agreement, Purchase Contract Agreement or Unit
Agreement other than the Company is referred to hereinafter as a Counterparty.
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The Indenture, the Warrant Agreements, the Deposit Agreements, the Purchase Contract
Agreements and the Unit Agreements are each referred to as a Governing Instrument.
We have examined the Registration Statement, a form of the share certificate and the form of
the Indenture, which have been filed with the Commission as exhibits to the Registration Statement.
We also have examined the originals, or duplicates or certified or conformed copies, of such
corporate and other records, agreements, documents and other instruments and have made such other
investigations as we have deemed relevant and necessary in connection with the opinions hereinafter
set forth. As to questions of fact material to this opinion, we have relied upon certificates or
comparable documents of public officials and of officers and representatives of the Company.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us as duplicates or
certified or conformed copies, and the authenticity of the originals of such latter documents. We
also have assumed that: (1) at the time of execution, authentication, issuance and delivery of the
Debt Securities, the Indenture will be the valid and legally binding obligation of the Trustee; (2)
at the time of execution, countersignature, issuance and delivery of any Securities Warrants, the
related Warrant Agreement will be the valid and legally binding obligation of each Counterparty
thereto; (3) at the time of execution, countersignature, issuance and delivery of any Depositary
Shares, the related Deposit Agreement will be the valid and legally binding obligation of each
Counterparty thereto; (4) at the time of execution, countersignature, issuance and delivery of any
Purchase Contracts, the related Purchase Contract Agreement will be the valid and legally binding
obligation of each Counterparty thereto; and (5) at the time of
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execution, countersignature, issuance and delivery of any Units, the related Unit Agreement
will be the valid and legally binding obligation of each Counterparty thereto.
We have assumed further that at the time of execution, authentication, issuance and delivery
of the Debt Securities, the Indenture will have been duly authorized, executed and delivered by the
Company. In addition, we have assumed that (1) at the time of execution, countersignature, issuance
and delivery of any Securities Warrants, the related Warrant Agreement will have been duly
authorized, executed and delivered by the Company; (2) at the time of execution, countersignature,
issuance and delivery of any Depositary Shares, the related Deposit Agreement will have been duly
authorized, executed and delivered by the Company; (3) at the time of execution, countersignature,
issuance and delivery of any Purchase Contracts, the related Purchase Contract Agreement will have
been duly authorized, executed and delivered by the Company; and (4) at the time of execution,
countersignature, issuance and delivery of any Units, the related Unit Agreement will have been
duly authorized, executed and delivered by the Company.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations
stated herein, we are of the opinion that:
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With respect to the Common Stock, assuming (a) the taking by the Board of
Directors of the Company of all necessary corporate action to authorize and approve the
issuance of the Common Stock and (b) due issuance and delivery of the Common Stock,
upon payment therefor in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board of Directors of the Company,
the Common Stock will be validly issued, fully paid and nonassessable. |
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With respect to the Preferred Stock, assuming (a) the taking by the Board of
Directors of the Company of all necessary corporate action to authorize and approve the
issuance of the Preferred Stock, (b) due filing of a certificate of designations in
respect of the Preferred Stock in accordance with the Companys Certificate of
Incorporation and the Delaware General Corporation Law and (c) due issuance and
delivery of the Preferred Stock, upon payment therefor in accordance with the
applicable definitive purchase, underwriting or similar agreement approved by the Board
of Directors of the Company, the Preferred Stock will be validly issued, fully paid and
nonassessable. |
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With respect to the Debt Securities, assuming (a) the taking of all necessary
corporate action to approve the issuance and terms of any Debt Securities, the terms of
the offering thereof and related matters by the Board of Directors of the Company, a
duly constituted and acting committee of such Board or duly authorized officers of the
Company (such Board of Directors, committee or authorized officers being referred to
herein as the Board) and (b) the due execution, authentication, issuance and delivery
of such Debt Securities, upon payment of the consideration therefor provided for in the
applicable definitive purchase, underwriting or similar agreement approved by the Board
and otherwise in accordance with the provisions of the Indenture and such agreement,
such Debt Securities will constitute valid and legally binding obligations of the
Company enforceable against the Company in accordance with their terms |
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4. |
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With respect to the Common Stock Warrants and Preferred Stock Warrants (each,
Equity Warrants), assuming (a) the taking by the Board of Directors of the |
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Company of all necessary corporate action to approve the execution and delivery of a
related Warrant Agreement in the form to be filed as an exhibit to the Registration
Statement and (b) the due execution, countersignature, issuance and delivery of such
Equity Warrants, upon payment of the consideration for such Equity Warrants provided
for in the applicable definitive purchase, underwriting or similar agreement
approved by the Board of Directors of the Company and otherwise in accordance with
the provisions of the applicable Warrant Agreement and such agreement, such Equity
Warrants will constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms. |
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With respect to the Debt Security Warrants, assuming (a) the taking of all
necessary corporate action by the Board to approve the execution and delivery of a
related Warrant Agreement in the form to be filed as an exhibit to the Registration
Statement and (b) the due execution, countersignature, issuance and delivery of such
Debt Security Warrants, upon payment of the consideration for such Debt Security
Warrants provided for in the applicable definitive purchase, underwriting or similar
agreement approved by the Board and otherwise in accordance with the provisions of the
applicable Warrant Agreement and such agreement, such Debt Security Warrants will
constitute valid and legally binding obligations of the Company enforceable against the
Company in accordance with their terms. |
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With respect to the Depositary Shares, assuming (a) the taking of all necessary
corporate action by the Board to authorize and approve the issuance and terms of |
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the Depositary Shares, the terms of the offering thereof and related matters and the
execution and delivery of the Deposit Agreement, (b) the due issuance and delivery
of the Preferred Stock represented by the Depositary Shares to the Depositary and
such Preferred Stock is validly issued, fully paid and nonassessable and (c) the due
execution, issuance and delivery of the Depositary Receipts evidencing the
Depositary Shares against deposit of the Preferred Stock in accordance with the
Deposit Agreement, upon payment of the consideration therefor provided for in the
applicable definitive purchase, underwriting or similar agreement approved by the
Board and otherwise in accordance with the provisions of the applicable Deposit
Agreement and such agreement, the Depositary Receipts evidencing the Depositary
Shares will be validly issued and will entitle the holders thereof to the rights
specified in the Depositary Shares and the Deposit Agreement. |
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With respect to the Purchase Contracts, assuming (a) the taking of all
necessary corporate action by the Board of Directors of the Company to authorize and
approve the execution and delivery of the Purchase Contract Agreement in the form to be
filed as an exhibit to the Registration Statement and (b) the due execution, issuance
and delivery of such Purchase Contracts, upon payment of the consideration for such
Purchase Contracts provided for in the applicable definitive purchase, underwriting or
similar agreement approved by the Board of Directors of the Company and otherwise in
accordance with the provisions of the applicable Purchase Contract Agreement and such
agreement, such Purchase Contracts will constitute valid and legally binding
obligations of the Company enforceable |
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against the Company in accordance with their terms. |
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With respect to the Units, assuming (a) the taking of all necessary corporate
action by the Board of Directors of the Company to authorize and approve the issuance
and terms of any Units, the terms of the offering thereof and related matters, (b) the
Common Stock and Preferred Stock that are components of any Units are validly issued,
fully paid and nonassessable, (c) the Debt Securities and Securities Warrants that are
components of any Units constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their terms, (d) the
Depositary Receipts evidencing the Depositary Shares that are components of any Units
are validly issued and will entitle the holders thereof to the rights specified in the
Depositary Shares and the Deposit Agreement and (e) the Purchase Contracts that are
components of any Units constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their terms, such Units
will constitute valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms. |
Our opinions set forth in paragraphs 3 through 8 above are subject to the effects of (i)
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors rights generally, (ii) general equitable principles (whether
considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and
fair dealing.
We do not express any opinion herein concerning any law other than the law of the State of New
York, the federal law of the United States and the Delaware General Corporation Law
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(including the statutory provisions, all applicable provisions of the Delaware Constitution
and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration
Statement and to the use of our name under the caption Legal Matters in the Prospectus included
in the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP