Attached files
file | filename |
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EX-1.1 - EX-1.1 - CA, INC. | y80427exv1w1.htm |
EX-4.2 - EX-4.2 - CA, INC. | y80427exv4w2.htm |
8-K - FORM 8-K - CA, INC. | y80427e8vk.htm |
Exhibit 5.1
November 13, 2009
CA, Inc.
One CA Plaza
Islandia, New York 11749
One CA Plaza
Islandia, New York 11749
Ladies and Gentlemen:
We have acted as counsel for CA, Inc., a Delaware corporation (the Company), in connection with
the issuance and sale by the Company of $750,000,000 principal amount of its 5.375% Senior Notes
due 2019 (the Notes) pursuant to the Underwriting Agreement dated November 9, 2009 between the
several underwriters named therein (the Underwriters) and the Company (the Agreement). The
Notes are being issued under the Indenture dated as of June 1, 2008 between U.S. Bank National
Association, as trustee (the Trustee), and the Company (including the form and terms of the Notes
established in the Officers Certificate of the Company dated the date hereof pursuant to Section
2.2 thereof, the Indenture).
We have reviewed (a) the Agreement, (b) the Indenture, (c) the Registration Statement on Form S-3
(File No. 333-151619) (the Registration Statement) filed by the Company to register the Notes
with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933
(the Act) and (d) the Prospectus dated November 9, 2009, as supplemented by the Prospectus
Supplement dated November 9, 2009, relating to the offer and sale of the Notes (as so supplemented,
the Prospectus) filed by the Company with the Commission pursuant to Rule 424(b)(5) under the
Act. We have also reviewed such other agreements, documents, records, certificates and other
materials, and have satisfied ourselves as to such other matters, as we have considered relevant or
necessary as a basis for this opinion.
In such review, we have assumed the accuracy and completeness of all agreements, documents,
records, certificates and other materials submitted to us, the conformity with the originals of all
such materials submitted to us as copies (whether or not certified and including facsimiles), the
authenticity of the originals of such materials and all materials submitted to us as originals, the
genuineness of all signatures and the legal capacity of all natural persons. In delivering this
opinion, we have relied, without independent verification, as to factual matters, on certificates
and other written or oral statements of governmental and other public officials and of officers
and representatives of the Company, the Underwriters and the Trustee.
On the basis of the assumptions and subject to the qualifications and limitations set forth herein,
we are of the opinion that the Notes constitute the valid and legally binding obligations of the
Company enforceable against the Company in accordance with their terms, except as may be subject to
and limited by the effect of (a) applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance and other similar laws affecting creditors rights generally, (b) general equitable
principles (whether considered in a proceeding in equity or at law) and (c) requirements of
reasonableness, good faith and fair dealing and the discretion of the court before
which any matter may be brought.
This opinion is limited to the law of the State of New York and the General Corporation
Law of the State of Delaware, in each case as in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Companys Current Report on
Form 8-K filed by the Company with the Commission on the date hereof and the incorporation thereof
in the Registration Statement and to the use of our name under the captions Legal matters and
Validity of Securities in the Prospectus. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Pillsbury Winthrop Shaw Pittman LLP