Attached files
| file | filename |
|---|---|
| 8-K - PRAXAIR INC. 8K - 01/11/10 - PRAXAIR INC | praxair8k_011110.htm |
| EX-1 - EXHIBIT 1 - PRAXAIR INC | ex1.htm |
Exhibit 5
[Letterhead
of Cahill Gordon & Reindel llp]
212-701-3000
January
14, 2010
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Re:
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Praxair,
Inc.
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Registration
Statement on
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Form S-3 (No.
333-162982)
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Ladies
and Gentlemen:
We have
acted as special counsel to Praxair, Inc. (the “Company”) in connection with the
registration statement on Form S-3 (No. 333-162982) (the “Registration
Statement”) and the prospectus supplement dated January 11, 2010 (the
“Prospectus Supplement”) relating to $500,000,000 aggregate principal amount of
the Company’s 2.125% Notes due 2013 (the “Notes”) issued on the date
hereof. The Notes were issued under an Indenture (the “Indenture”)
dated as of July 15, 1992 between the Company and U.S. Bank National
Association, as successor Trustee (the “Trustee”).
In
rendering the opinion set forth herein, we have examined originals, photocopies
or conformed copies of certain records of the Company, certain agreements,
certificates of public officials, certificates of officers and representatives
of the Company and certain other documents. In such examinations, we
have assumed the genuineness of all signatures on original documents and the
conformity to the originals of all copies submitted to us as conformed or
photocopied.
Based on
the foregoing, we advise you that in our opinion the Notes have been duly issued
and delivered and, assuming the due execution and delivery of the Indenture by
the Trustee and the due authentication of the Notes by the Trustee, are valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms, ex-
cept as
the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent transfer or similar laws affecting creditors’ rights
generally and by general principles of equity.
We are
members of the bar of the State of New York, and in rendering this opinion we
express no opinion as to the laws of any jurisdiction other than the laws of the
State of New York and the General Corporation Law of the State of
Delaware.
We hereby
consent to the filing of this opinion as an Exhibit to the Form 8-K filed by the
Company in connection with the issuance of the Notes. Such consent
does not constitute a consent under Section 7 of the Securities Act of 1933, and
by giving such consent we have not certified any part of the Registration
Statement or the Prospectus Supplement and do not otherwise admit that we are
within the categories of persons whose consent is required under said Section 7
or under the rules and regulations of the Securities and Exchange Commission
thereunder.
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Very
truly yours,
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/s/
Cahill Gordon & Reindel llp
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