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As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/04/09 KAR Auction Services, Inc. S-1/A 14:883K RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: S-1/A Amendment No.4 to Form S-1 HTML 304K
2: EX-3.1(A) Form of Amended and Restated Certificate of HTML 44K
Incorporation
3: EX-3.2 Form of Amended and Restated By-Laws of Kar HTML 139K
Auction Services, Inc.
4: EX-5.1 Form of Opinion of Skadden, Arps, Slate, Meagher & HTML 17K
Flom LLP
6: EX-10.18(B) Form of Annual Advisory Fee Termination - HTML 13K
Goldman, Sachs & Co.
7: EX-10.19(B) Form of Annual Advisory Fee Termination - HTML 13K
Valueact Capital Master Fund
8: EX-10.20(B) Form of Annual Advisory Fee Termination - Pcap, HTML 13K
L.P.
9: EX-10.23(A) Amendment to Second Amended and Restated LLC HTML 29K
Agreement
10: EX-10.62 Form of Kar Auction Services, Inc. 2009 Omnibus HTML 82K
Stock and Incentive Plan
11: EX-10.63 Form of Kar Auction Services, Inc. Employee Stock HTML 44K
Purchase Plan
12: EX-10.64 Form of Kar Auction Services, Inc. Non-Employee HTML 86K
Director Deferred Comp. Plan
13: EX-10.65 Form of Nonqualified Stock Option Agreement HTML 35K
14: EX-10.66 Form of Restricted Share Agreement HTML 33K
5: EX-10.8(B) Form of Annual Advisory Fee Termination - Kelso & HTML 14K
Company, L.P.
| Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP |
Exhibit 5.1
FORM OF OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
December [—], 2009
KAR Auction Services, Inc.
13085 Hamilton Crossing Blvd.
| Re: | KAR Auction Services, Inc. |
Registration Statement on Form S-1
(File No. 333-161907)
Ladies and Gentlemen:
We have acted as special counsel to KAR Auction Services, Inc., a Delaware corporation (the “Company”), in connection with the initial public offering by the Company of up to [—] shares (including [—] shares subject to the underwriters’ option to purchase additional shares) (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Act”).
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement on Form S-1 (File No. 333-161907) of the Company as filed on September 14, 2009 with the Securities and Exchange Commission (the “Commission”) under the Act; (ii) Pre-Effective Amendments No. 1 through No. [—] thereto (such Registration Statement, as so amended, being hereinafter referred to as the “Registration Statement”); (iii) the form of Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between the Company, as issuer, and Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein (the “Underwriters”), as filed as Exhibit 1.1 to the Registration Statement; (iv) a specimen certificate representing the Common Stock; (v) the Certificate of Incorporation of the Company, as amended to date and currently in effect (the “Charter”); (vi) the Amended and Restated Bylaws of the Company, as amended to date and currently in effect; (vii) certain resolutions of the Board of Directors of the Company, relating to the issuance and sale of the Shares, the Charter and related matters; and (viii) certain resolutions of the sole stockholder of the Company relating to the Charter. We have also examined originals or copies, certified or
KAR Auction Services, Inc.
December [—], 2009
Page 2
otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinion expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
Members of our firm are admitted to the bar in the State of New York and we do not express any opinion as to the laws of any jurisdiction other than the corporate laws of the State of Delaware, and we do not express any opinion as to the effect of any other laws on the opinion stated herein.
Based upon and subject to the foregoing, we are of the opinion that when (i) the Registration Statement becomes effective under the Act; (ii) a duly appointed committee of the Board of Directors of the Company determines the price per share of the Shares; (iii) the Underwriting Agreement has been duly executed and delivered; and (iv) certificates representing the Shares in the form of the specimen certificate examined by us have been manually signed by an authorized officer of the transfer agent and registrar for the Common Stock and registered by such transfer agent and registrar, and have been delivered to and paid for by the Underwriters as contemplated by the Underwriting Agreement at a price per share not less than the per share par value of the Common Stock, the issuance and sale of the Shares will have been duly authorized, and the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
| Very truly yours, |
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/4/09 | |||
| 9/14/09 | S-1 | |||
| List all Filings | ||||
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