Exhibit 5.1
November 16, 2012
The Coast Distribution System, Inc.
350 Woodview Avenue
Morgan Hill, CA 95037
| RE: | Registration Statement on Form S-8 for the Registration of Shares of Common Stock |
| under the 2012 Equity Incentive Plan of The Coast Distribution System, Inc. |
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 (the Registration Statement) being filed by The Coast Distribution System, Inc., a Delaware corporation (the Company), with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of up to 1,072,668 shares of the Companys common stock, $.001 par value (Common Stock), reserved for issuance under the Companys 2012 Equity Incentive Plan (the 2012 Plan). We have examined the proceedings heretofore taken and are familiar with the additional proceedings proposed to be taken by the Company in connection with the authorization, issuance and sale of the securities referred to above.
Based on the foregoing, it is our opinion that the 1,072,668 shares of Common Stock, when issued against full payment therefor in accordance with the respective terms and conditions of the 2012 Plan, will be legally and validly issued, fully paid and nonassessable.
As you are aware, Ben A. Frydman, one of the members of the Companys Board of Directors, is a shareholder of our firm.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including any amendments thereto.
| Respectfully submitted, |
| /s/ Stradling Yocca Carlson & Rauth |
| STRADLING YOCCA CARLSON & RAUTH |