April 4, 2016
Armstrong Flooring, Inc.
2500 Columbia Avenue
Lancaster, Pennsylvania 17603
|RE:||Armstrong Flooring, Inc., Registration Statement on Form S-8|
Ladies and Gentlemen:
We have acted as counsel to Armstrong Flooring, Inc., a Delaware corporation (the Company), in connection with the filing of the referenced Registration Statement (the Registration Statement) under the Securities Act of 1933, as amended (the Act), with the Securities and Exchange Commission (the SEC). The Registration Statement relates to the proposed offering and sale of 5,500,000 shares of the Companys common stock, par value $0.01 per share (the Common Stock), issuable under the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the LTIP Plan Shares) and 600,000 shares of the Companys Common Stock issuable under the Armstrong Flooring, Inc. 2016 Directors Stock Unit Plan (the Director Plan Shares and, together with the LTIP Plans Shares, the Shares).
In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.
We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and delivered by the Company in the manner and in accordance with the terms of the Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan or the Armstrong Flooring, Inc. 2016 Directors Stock Unit Plan, as the case may be, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the Delaware General Corporation Law.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP