Attached files
file | filename |
---|---|
8-K - FORM 8-K - ZIMMER BIOMET HOLDINGS, INC. | c54692e8vk.htm |
EX-4.2 - EX-4.2 - ZIMMER BIOMET HOLDINGS, INC. | c54692exv4w2.htm |
EX-1.1 - EX-1.1 - ZIMMER BIOMET HOLDINGS, INC. | c54692exv1w1.htm |
EX-99.1 - EX-99.1 - ZIMMER BIOMET HOLDINGS, INC. | c54692exv99w1.htm |
EX-99.2 - EX-99.2 - ZIMMER BIOMET HOLDINGS, INC. | c54692exv99w2.htm |
Exhibit 5.1
BAKER & DANIELS LLP
600 East 96th Street, Suite 600
Indianapolis, Indiana 46240
Tel 317.569.9600 Fax 317.569.4800
www.bakerdaniels.com
600 East 96th Street, Suite 600
Indianapolis, Indiana 46240
Tel 317.569.9600 Fax 317.569.4800
www.bakerdaniels.com
November 17, 2009
Zimmer Holdings, Inc.
345 East Main Street
Warsaw, Indiana 46580
345 East Main Street
Warsaw, Indiana 46580
Ladies and Gentlemen:
We have acted as counsel for Zimmer Holdings, Inc., a Delaware corporation (the Issuer), in
connection with the issuance and sale by the Issuer of $500,000,000 aggregate principal amount of
its 4.625% Notes due 2019 (the 2019 Notes) and $500,000,000 aggregate principal amount of its
5.750% Notes due 2039 (the 2039 Notes and, together with the 2019 Notes, the Notes), including
the preparation and/or review of:
(a) The Registration Statement on Form S-3, Registration Nos. 333-163034 (the
Registration Statement), of the Issuer, and the Prospectus constituting a part
thereof, dated November 12, 2009, relating to the issuance from time to time of debt
securities of the Issuer pursuant to Rule 415 promulgated under the Securities Act
of 1933, as amended (the 1933 Act);
(b) The Prospectus Supplement, dated November 12, 2009, to the above-mentioned
Prospectus relating to the Notes and filed with the Securities and Exchange
Commission (the Commission) pursuant to Rule 424 promulgated under the 1933 Act
(the Prospectus Supplement);
(c) The Indenture, dated as of November 17, 2009 (the Indenture), between the
Issuer and Wells Fargo Bank, National Association, as trustee (the Trustee);
(d) The form of the First Supplemental Indenture with respect to the Notes to
be entered into between the Issuer and the Trustee (the Supplemental Indenture),
including the form of Notes attached thereto; and
(e) The Underwriting Agreement dated as of November 12, 2009, among the Issuer,
Banc of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc. (the Underwriting Agreement).
Zimmer Holdings, Inc. | -2- | November 17, 2009 |
For purposes of this opinion letter, we have examined originals or copies, identified to our
satisfaction, of such documents, corporate records, instruments and other relevant materials as we
deemed advisable and have made such examination of statutes and decisions and reviewed such
questions of law as we have considered necessary or appropriate. In our examination, we have
assumed the genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as copies and the authenticity of the originals of such copies. As to
facts material to this opinion letter, we have relied upon certificates, statements or
representations of public officials, of officers and representatives of the Issuer and of others,
without any independent verification thereof.
On the basis of and subject to the foregoing, we are of the opinion that:
1. The Supplemental Indenture, when duly executed and delivered by the parties thereto, will
represent a legal, valid and binding obligation of the Issuer enforceable against the Issuer in
accordance with its terms, except as such enforceability may be subject to (a) bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting
creditors rights generally, (b) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and (c) the enforceability of
forum selection clauses in the federal courts.
2. When issued, authenticated and delivered pursuant to the Supplemental Indenture and the
Underwriting Agreement, the Notes will represent legal, valid and binding obligations of the Issuer
enforceable against the Issuer in accordance with their terms, except as such enforceability may be
subject to (a) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or similar laws affecting creditors rights generally, (b) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law) and
(c) the enforceability of forum selection clauses in the federal courts.
We express no opinion as to the enforceability of any provisions contained in the Supplemental
Indenture for the Notes that constitute waivers which are prohibited by law prior to default.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to
the reference to us under the heading Legal Matters in the Prospectus Supplement. In giving such
consent, we do not admit that we come within the category of persons whose consent is required
under Section 7 of the 1933 Act or the rules or regulations of the Commission thereunder.
Yours very truly,
/s/ Baker & Daniels LLP
/s/ Baker & Daniels LLP