Exhibit 5.1
March 2, 2022
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, California 94547
Re: | Bio-Rad Laboratories, Inc. |
Registration Statement on Form S-3 (File No. 333-262737)
Ladies and Gentlemen:
We have acted as counsel to Bio-Rad Laboratories, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3, file no. 333-262737 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included therein, the prospectus supplement, dated February 23, 2022, filed with the Commission on February 25, 2022 pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”), and the offering by the Company pursuant thereto of (i) $400,000,000 aggregate principal amount of the Company’s 3.300% Senior Notes due 2027 (the “2027 Notes”) and (ii) $800,000,000 aggregate principal amount of the Company’s 3.700% Senior Notes due 2032 (the “2032 Notes” and together with the 2027 Notes, the “Notes”).
The Notes have been issued pursuant to the Indenture dated as of March 2, 2022 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), and a Supplemental Indenture, between the Company and the Trustee (the “Supplemental Indenture, and together with the Base Indenture, the “Indenture”). In connection with the issuance of the Notes, the Company has entered into an Underwriting Agreement dated as of February 23, 2022 (the “Underwriting Agreement”) with the representatives of the underwriters named therein (the “Underwriters”). The Indenture, the Underwriting Agreement and the Notes are referred to collectively as the “Note Documents.”
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Base Indenture, the Supplemental Indenture, the forms of Notes, the Underwriting Agreement and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.