IDEX Corporation
February 23, 2024
Page 2
(iii) all necessary corporate action shall have been taken by the Company to authorize the
form, terms, execution, delivery, performance, issuance and sale of such series of Debt Securities as contemplated by the Registration Statement, the prospectus supplement relating to such series of Debt Securities and the Indenture and to authorize
the execution, delivery and performance of a supplemental indenture or officers certificate establishing the form and terms of such series of Debt Securities as contemplated by the Indenture;
(iv) a supplemental indenture or officers certificate establishing the form and terms of such series of Debt Securities shall have been
duly executed and delivered by the Company and the Trustee (in the case of such a supplemental indenture) or by a duly authorized officer of the Company (in the case of such an officers certificate), in each case in accordance with the
provisions of the Companys certificate of incorporation and bylaws, the Resolutions, the final resolutions of the Board or a duly authorized committee thereof and the Indenture; and
(v) the certificates, if any, evidencing the Debt Securities of such series shall be in substantially the form that will be filed as an
exhibit to the Registration Statement, shall have been duly executed and delivered by the Company, authenticated by the Trustee and issued, all in accordance with the Companys certificate of incorporation and bylaws, the Resolutions, the final
resolutions of the Board or a duly authorized committee thereof, the Indenture and the supplemental indenture or officers certificate, as the case may be, establishing the form and terms of the Debt Securities of such series, and shall have
been duly delivered in accordance with the applicable definitive purchase, underwriting or similar agreement to the purchasers thereof against payment of the agreed consideration therefor.
For the purposes of this opinion letter, we have assumed that, at the time of the issuance, sale and delivery of the Debt Securities of each
series:
(a) all Debt Securities of such series will be issued and sold as contemplated in the Registration Statement and the prospectus
supplement relating thereto;
(b) the execution, delivery and performance by the Company of such Debt Securities, the Indenture and the
supplemental indenture or officers certificate, as the case may be, establishing the form and terms of such series of Debt Securities will not (A) contravene or violate the Companys certificate of incorporation or bylaws, the
Resolutions or any other applicable final resolutions adopted by the Board or a duly authorized committee thereof or any law, rule or regulation applicable to the Company, (B) result in a default under or breach of any agreement or instrument
binding upon the Company or any order, judgment or decree of any court or governmental authority applicable to the Company, or (C) require any authorization, approval or other action by, or notice to or filing with, any court or governmental
authority (other than such authorizations, approvals, actions, notices or filings which shall have been obtained or made, as the case may be, and which shall be in full force and effect);
(c) the authorization by the Company of the transactions described above and the instruments, agreements and other documents entered into or
to be entered into by the Company as described above will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity, binding character or enforceability of any such instruments, agreements and
other documents;
(d) the Indenture will not have been modified or amended (other than by a supplemental indenture or officers
certificate establishing the form and terms of the Debt Securities of any series);
(e) the certificate of incorporation and bylaws of the
Company and the Resolutions, each as currently in effect, will not have been modified or amended and will be in full force and effect; and
(f) the form and terms of such series of Debt Securities shall have been established by the Board, a duly authorized committee thereof or a
duly authorized officer of the Company acting pursuant to authority delegated to such officer by the Board or a duly authorized committee of the Board, all in accordance with, and within any parameters or limitations established by, the
Companys certificate of incorporation and bylaws, the Resolutions, the final resolutions of the Board or a duly authorized committee thereof, the Indenture and applicable law, and such terms will be accurately reflected in the certificates
evidencing such series of Debt Securities and the supplemental indenture or officers certificate, as the case may be, establishing the form and terms of such series of Debt Securities.