KANE KESSLER, P.C.
600 THIRD AVENUE
NEW YORK, NEW YORK 10016-1901
WRITER’S DIRECT NUMBER
June 9, 2022
Cadre Holdings, Inc.
13386 International Parkway
Jacksonville, FL 32218
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
Cadre Holdings, Inc., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (the “Registration Statement”) pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), covering an underwritten public offering of 575,000 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”), (which includes up to 75,000 Shares that may be offered and sold by the Company upon exercise of an option to purchase additional shares to be granted to the Underwriters (as hereinafter defined), pursuant to an underwriting agreement to be entered into by and among the underwriters (“Underwriters”), the Company and certain stockholders of the Company (the “Underwriting Agreement”). The Registration Statement incorporates by reference the registration statement on Form S-1 (File No. 333- 265465), as amended, which was declared effective on June 9, 2022 (the “Prior Registration Statement”), including the prospectus that is part of the Prior Registration Statement (the “Prospectus”).
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) certain records of the Company’s corporate proceedings as reflected in its minute books; (iv) the Registration Statement, in the form it was filed with the Commission and the Prior Registration Statement, as amended, in the form it was filed with the Commission, as amended to the date hereof; (v) the form of the Prospectus included as a part of the Prior Registration Statement to be delivered to the Underwriters in accordance with the Securities Act with respect to the shares of Common Stock, including the Shares, to be issued and sold by the Company pursuant to the Underwriting Agreement; and (vi) the Underwriting Agreement, in the form filed with the Commission.
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 opinion 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, including that the number of shares of Common Stock which the Company is authorized to issue in its Amended and Restated Certificate exceeds (i) the number of shares of Common Stock outstanding, (ii) the number of shares of Common Stock held as treasury shares, (iii) the number of shares of Common Stock the Company has otherwise reserved for issuance for any purpose, and (iv) the number of shares of Common Stock which the Company will issue and sell pursuant to the Underwriting Agreement, including the Shares, and we have assumed for purposes of our opinion herein that such condition will remain true at all future times relevant to this opinion. We have also assumed that the Shares will be issued and delivered against adequate consideration therefor (not less than par value for the offered shares of Common Stock) and that an appropriate prospectus with respect to the Shares of Common Stock included therein to be offered pursuant to the Underwriting Agreement will be prepared, delivered and filed in compliance with the Securities Act. 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.
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 are duly authorized and when issued, delivered and paid for as contemplated in the Prior Registration Statement and the Registration Statement, and in accordance with the Underwriting Agreement, the Shares will be validly issued, fully-paid and non-assessable.
The opinions set forth in this opinion 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 “Validity of the Securities” in the Prior Registration Statement and 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 Securities 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 Securities 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 S. Tullman, President|