Exhibit 5.1

  

 

KANE KESSLER, P.C.

600 THIRD AVENUE

NEW YORK, NEW YORK 10016-1901

TEL 212.541.6222

FAX 212.245.3009

WWW.KANEKESSLER.COM   

 

 

WRITER’S DIRECT NUMBER  

 

 

WRITER’S EMAIL

 

 

  

December 21, 2021

 

Cadre Holdings, Inc.

13386 International Parkway

Jacksonville, FL 32218

 

Re:        Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We are acting as special counsel for Cadre Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Act”), of 11,333,500 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Shares include 9,650,000 Shares issuable under the Company’s 2021 Stock Incentive Plan (the “2021 Plan”), 250,000 Shares issuable under the Safariland Group 2021 Long-Term Incentive Plan (the “LTIP Plan”), and 1,433,500 Shares issuable under the Company’s Amended and Restated 2021 Phantom Restricted Share Plan (the “Phantom Plan” and, together with the 2021 Plan and the LTIP Plan, the “Plans”).

 

In our capacity as special counsel to the Company in connection with the matters referred to above, we have examined copies of the following: (i) the Amended and Restated Certificate of Incorporation of the Company as amended to date and currently in effect (the “Amended and Restated Certificate”); (ii) the Amended and Restated Bylaws of the Company currently in effect (the “Bylaws”); (iii) the Plans; and (iv) the Registration Statement, in the form it is to be filed with the Securities and Exchange Commission (the “Commission”) on the date hereof. We have also examined such other documents, papers, authorities, and statutes, and have made such inquiries of Company officers and representatives, as we have deemed necessary to form the basis of the opinions hereinafter set forth.

 

We have reviewed and are familiar with such corporate proceedings and satisfied ourselves as to such other matters, as we have considered relevant or necessary as a basis for the opinions expressed in this letter. In such review, we have assumed the accuracy and completeness of all agreements, documents, records, certificates and other materials submitted to us, the conformity with the originals of all such materials submitted to us as copies (whether or not certified and including facsimiles), the authenticity of the originals of such materials and all materials submitted to us as originals, the genuineness of all signatures and the legal capacity of all natural persons. As to certain facts material to this opinion, we have relied upon oral or written statements and representations of officers and other representatives of the Company. We have also relied on certificates of public officials, and such other documents and information as we have deemed necessary or appropriate to enable us to render the opinions expressed below. We have not undertaken any independent investigation to determine the accuracy of any such facts.

 

 

 

 

Cadre Holdings, Inc.

Re: Registration Statement on Form S-8

Page 2

 

On the basis of the foregoing and the assumptions set forth below, and subject to the qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued and sold in accordance with the Plans, will be validly issued, fully paid and nonassessable.

 

The opinions set forth in this letter are limited to the General Corporation Law of the State of Delaware and the law of the State of New York, in each case as in effect on the date hereof.

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement and in the Prospectus forming a part thereof and any supplement thereto. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

 

We are qualified to practice law in the State of New York and do not purport to be experts on any law other than the laws of the State of New York, the General Corporation Law of the State of Delaware, and the Federal law of the United States. We are not admitted or qualified to practice in the State of Delaware; however, we are generally familiar with the General Corporation Law of the State of Delaware as currently in effect and have made such inquiries as we deem necessary to render the opinions contemplated herein. We express no opinion regarding the Securities Act, or any other federal or state securities laws or regulations.

 

This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. This opinion letter is limited to the specific legal matters expressly set forth herein and is limited to present statutes, regulations, and administrative and judicial interpretations. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or regulations.

 

  Very truly yours,
   
  KANE KESSLER, P.C.
   
  By:  /s/ Jeffrey Tullman, President

 

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