Exhibit 5.1

 

		330 North Wabash Avenue
		Suite 2800
		Chicago, Illinois 60611
		Tel: +1.312.876.7700 Fax: +1.312.993.9767 www.lw.com
		FIRM / AFFILIATE OFFICES
		Austin		Milan
		Beijing		Munich
		Boston		New York
		Brussels		Orange County
		Century City		Paris
January 28, 2025		Chicago		Riyadh
		Dubai		San Diego
		Düsseldorf		San Francisco
		Frankfurt		Seoul
		Hamburg		Silicon Valley
		Hong Kong		Singapore
Enovis Corporation		Houston		Tel Aviv
2711 Centerville Road, Suite 400		London		Tokyo
Wilmington, Delaware 19808		Los Angeles		Washington, D.C.
		Madrid

 

Re:

Registration Statement No. 333-277239

971,343 Shares of Common Stock

To the addressees set forth above:

We have acted as special counsel to Enovis Corporation, a Delaware corporation (the “Company”), in connection with the potential sale by a certain shareholder of the Company (the “Selling Shareholder”) of up to 971,343 shares of the Company’s common stock, par value $0.001 per share (the “Shares”). The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 22, 2024 (Registration No. 333-277239) (as so filed and as amended, the “Registration Statement”), a base prospectus, dated February 22, 2024, included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), and a final prospectus supplement, dated January 28, 2025, filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”).

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the sale of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the Delaware General Corporation Law (the “DGCL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

January 28, 2025

Page 2

 

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K, dated January 28, 2025, and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.