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Stepan Co. – ‘S-8’ on 4/26/22 – ‘EX-5.1’

On:  Tuesday, 4/26/22, at 11:04am ET   ·   Effective:  4/26/22   ·   Accession #:  1193125-22-119365   ·   File #:  333-264477

Previous ‘S-8’:  ‘S-8’ on 5/3/11   ·   Latest ‘S-8’:  This Filing   ·   12 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/26/22  Stepan Co.                        S-8         4/26/22    4:84K                                    Donnelley … Solutions/FA

Registration Statement – Securities for an Employee Benefit Plan   —   Form S-8   —   SA’33

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement - Securities for an          HTML     42K 
                Employee Benefit Plan                                            
 2: EX-5.1      Opinion of Counsel re: Legality                     HTML      9K 
 3: EX-23.1     Consent of Expert or Counsel                        HTML      5K 
 4: EX-FILING FEES  Filing Fees                                     HTML     12K 


‘EX-5.1’   —   Opinion of Counsel re: Legality


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  EX-5.1  
LOGO       

Stepan Company

Corporate Headquarters

1101 Skokie Boulevard, Suite 500

Northbrook, Illinois 60062

Telephone (847) 446-7500

 

www.stepan.com

 

   LOGO

Exhibit 5.1

April 26, 2022

Stepan Company

1101 Skokie Boulevard, Suite 500

Northbrook, Illinois 60062

Re:    Registration Statement on Form S-8 Filed by Stepan Company

Ladies and Gentlemen:

I am Vice President, General Counsel and Secretary of Stepan Company, a Delaware corporation (the “Company”), and, as such, I and the attorneys that I supervise, have acted as counsel for the Company in connection with the registration of 1,150,689 shares (the “Shares”) of the Company’s common stock, par value $1.00 per share, pursuant to the Stepan Company 2011 Incentive Compensation Plan (as amended up to and including the date hereof) or the Stepan Company 2022 Equity Incentive Compensation Plan (each such plan, a “Plan”), as applicable. In connection with the opinion expressed herein, I, and the attorneys that I supervise, have examined such documents, records and matters of law as I have deemed relevant or necessary for purposes of this opinion.

Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, I am of the opinion that the Shares that may be issued or delivered and sold pursuant to the Plans and the authorized forms of stock awards, restricted stock awards or other applicable award agreements thereunder will be, when issued or delivered and sold in accordance with the applicable Plan and the applicable award agreements, validly issued, fully paid and nonassessable, provided that the consideration for such Shares is at least equal to the stated par value thereof.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such law, as currently in effect, and I express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein. In rendering the opinion above, I have assumed that each award under the Plans will be approved by the Board of Directors of the Company or an authorized committee thereof.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect the registration of the Shares to be issued and sold pursuant to the applicable Plan under the Securities Act of 1933 (the “Act”). In giving such consent, I do not thereby admit that I am included in the category of persons whose consent is


April 26, 2022

Page 2

 

required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

  Very truly yours,
  /s/ David G. Kabbes
  David G. Kabbes
  Vice President, General Counsel and Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing    Date    Other Filings
Filed on / Effective on:4/26/224,  8-K,  DEF 14A
 List all Filings 


12 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/26/22  Stepan Co.                        8-K:2,9     4/26/22   12:846K                                   ActiveDisclosure/FA
 3/25/22  Stepan Co.                        DEF 14A     4/26/22    1:2M                                     Donnelley … Solutions/FA
 3/02/22  Stepan Co.                        8-K:2,9     3/01/22   10:164K                                   ActiveDisclosure/FA
 2/25/22  Stepan Co.                        10-K       12/31/21  137:25M                                    ActiveDisclosure/FA
 2/17/22  Stepan Co.                        8-K:2,8,9   2/17/22   12:1.3M                                   ActiveDisclosure/FA
 2/17/22  Stepan Co.                        8-K:5,8,9   2/15/22   11:202K                                   ActiveDisclosure/FA
 2/27/20  Stepan Co.                        10-K       12/31/19  146:28M                                    ActiveDisclosure/FA
10/30/19  Stepan Co.                        10-Q        9/30/19   97:18M                                    ActiveDisclosure/FA
 5/06/19  Stepan Co.                        8-K:5,9     4/30/19    2:77K                                    ActiveDisclosure/FA
 2/27/18  Stepan Co.                        10-K       12/31/17  145:24M                                    ActiveDisclosure/FA
10/30/13  Stepan Co.                        10-Q        9/30/13   83:5.2M                                   Donnelley … Solutions/FA
 3/31/11  Stepan Co.                        DEF 14A     5/03/11    1:1M                                     Donnelley … Solutions/FA
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Filing Submission 0001193125-22-119365   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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