EXHIBIT 5.1
|
|
|
|
|
|
Suite 2800 1100 Peachtree St.
Atlanta GA 30309-4530
t 404 815 6500 f 404 815 6555
www.KilpatrickStockton.com |
| |
|
|
| |
|
|
| December 10, 2010
|
|
direct dial 404 815 6051
direct fax 404 541 3188
DEaton@KilpatrickStockton.com |
Aarons, Inc.
309 E. Paces Ferry Road, N.E.
Atlanta, Georgia 30305
|
|
|
| Re: |
|
Form S-8 Registration Statement |
Gentlemen:
We have acted as counsel for Aarons, Inc., a Georgia corporation (the Company), in
the preparation and filing of a registration statement on Form S-8 (the Registration
Statement) to be filed with the Securities and Exchange Commission (the Commission)
relating to the Companys 2001 Stock Option and Incentive Award Plan, as amended and restated (the
Stock Plan), and the Aarons, Inc. Employees Retirement Plan and Trust, as amended and
restated (the Retirement Plan and, together with the Stock Plan, the Plans) and
the proposed offer and sale of up to 14,982,237 shares and 500,000 shares of the Companys common
stock, par value $0.50 per share (collectively, the Shares) pursuant to the Stock Plan
and the Retirement Plan, respectively. This opinion letter is rendered pursuant to Item 8 of Form
S-8 and Item 601(b)(5) of the Commissions Regulation S-K.
In connection with the preparation of the Registration Statement, we have examined originals
or copies of such corporate records, documents, and other instruments relating to the authorization
and issuance of the Shares as we have deemed relevant under the circumstances. In all such
examinations, we have assumed the genuineness of signatures on original documents and the
conformity to such original documents of all copies submitted to us as certified, conformed or
photographic copies, and as to certificates of public officials, we have assumed the same to have
been properly given and to be accurate.
The opinions expressed herein are limited in all respects to the laws of the State of Georgia,
and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which
such laws may have on the opinions expressed herein. This opinion is limited to the matters stated
herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.
December 10, 2010
Page 2
On the basis of the foregoing, it is our opinion that the Shares, when issued in accordance with the terms and conditions of the Plans, will be legally and
validly issued, fully paid, and non-assessable.
This opinion is given as of the date hereof, and we assume no obligation to advise you after
the date hereof of facts or circumstances that come to our attention or changes in law that occur
which could affect the opinions contained herein. This letter is being rendered solely for the
benefit of the Company in connection with the matters addressed herein. This opinion may not be
furnished to or relied upon by any person or entity for any purpose without our prior written
consent.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
In giving such consent, we do not thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Commission thereunder.
| |
|
|
|
|
| |
Sincerely,
KILPATRICK STOCKTON LLP
|
|
| |
By: |
/s/ David M. Eaton
|
|
| |
|
David M. Eaton, a Partner |
|
| |
|
|
|
| |