UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2009

 

 

WATSCO, INC.

(Exact name of registrant as specified in its charter)

 

 

Florida

(State or other jurisdiction of incorporation)

 

1-5581		59-0778222
(Commission File Number)		(IRS Employer Identification No.)
2665 South Bayshore Drive, Suite 901 Coconut Grove, Florida		33133
(Address of principal executive offices)		(Zip Code)

(305) 714-4100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

5.1		Opinion of Greenberg Traurig, P.A.
23.1		Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1 hereto).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		WATSCO, INC.
Date: December 11, 2009		By:		/S/    ANA M. MENENDEZ
				Ana M. Menendez
				Chief Financial Officer

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INDEX TO EXHIBITS

 

Exhibit Number		Description of Exhibit
5.1		Opinion of Greenberg Traurig, P.A.
23.1		Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1 hereto).

Exhibit 5.1

December 11, 2009

Watsco, Inc.

2665 South Bayshore Drive

Suite 901

Coconut Grove, Florida 33133

 

Re:

Registration Statement on Form S-3 (File No. 333-163678)

Ladies and Gentlemen:

We have acted as counsel to Watsco, Inc., a Florida corporation (the “Company”), in connection with the Company’s registration of 2,985,685 shares of the Company’s common stock, par value $0.50 per share (the “Common Shares”), and 94,784 shares of the Company’s class B common stock, par value $0.50 per share (the “Class B Common Shares” and, together with the Common Shares, the “Shares”), covered by the above-referenced registration statement (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), together with the Prospectus Supplement, dated December 11, 2009 (the “Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b)(7) under the Securities Act, relating to the sale of the Shares by the selling shareholder named in the Prospectus Supplement. The Shares were issued pursuant to that certain Purchase and Contribution Agreement, dated as of May 3, 2009, as amended, by and among the Company and Carrier Corporation, a Delaware corporation (the “Purchase Agreement”).

In connection with our representation of the Company and the preparation of this opinion letter, we have examined, considered and relied upon the following documents (collectively, the “Documents”):

1. the Registration Statement and all amendments thereto, and the related form of prospectus contained therein, in the form in which it was transmitted to the Commission;

2. the Prospectus Supplement, in the form transmitted to the Commission for filing on December 11, 2009 pursuant to Rule 424(b)(7) under the Securities Act;

3. the Purchase Agreement, as amended;

4. the Company’s Articles of Incorporation, as amended, as filed with the Department of State of the State of Florida;

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Watsco, Inc.

December 11, 2009

Page 2

 

5. the Company’s Bylaws, as amended;

6. resolutions adopted by the Board of Directors of the Company in respect of the issuance of the Shares, certified as of the date hereof by an officer of the Company; and

7. such other documents and matters of law as we have considered necessary or appropriate for the expression of the opinions contained herein.

In rendering the opinions set forth below, we have assumed without investigation the following:

1. the genuineness of all signatures and the authenticity of all Documents submitted to us as originals, the conformity to authentic original documents of all Documents submitted to us as copies and the veracity of the Documents;

2. each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so; and

3. each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and the obligations of each party set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

Additionally, as to questions of fact in respect of the opinion hereinafter expressed, we have relied solely upon the Documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and validly issued and are fully paid and nonassessable.

This opinion letter is limited to the matters stated herein, and no opinions may be implied or inferred beyond the matters expressly stated herein. The opinions expressed herein are as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We do not express any opinion herein concerning any law other than the laws of the State of Florida and the federal laws of the United States.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the issuance of the Shares (the “Current Report”), which is incorporated by reference in the Registration Statement and, accordingly, may not be relied upon by, quoted in any manner to or delivered to any other person or entity without, in each instance, our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Current Report and such

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Watsco, Inc.

December 11, 2009

Page 3

 

incorporation by reference into the Registration Statement, of which the Prospectus Supplement forms a part, and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.