Attached files
file | filename |
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8-K - PUBLIC OFFERING 2-2010 - PROCTER & GAMBLE Co | publicoffering.htm |
EX-5.A - PUBLIC OFFERING - JPM OPINON - PROCTER & GAMBLE Co | publicofferingjpmopinion.htm |
Exhibit
(5)(c)
[Fried,
Frank, Harris, Shriver & Jacobson LLP Letterhead]
February
8, 2010
|
The
Procter & Gamble Company
One
Procter & Gamble Plaza
Cincinnati,
Ohio 45202
Ladies
and Gentlemen:
We are
acting as counsel to the underwriters in connection with the Registration
Statement on Form S-3 (File No. 333-161767) (the “Registration Statement”),
under the Securities Act of 1933, as amended (the “Securities Act”), with
respect to the issuance of $1,250,000,000 aggregate principal amount of 1.375%
Notes due August 1, 2012 (the “Debt Securities”) of The Procter & Gamble
Company, an Ohio corporation (the “Company”). With your permission, all
assumptions and statements of reliance herein have been made without any
independent investigation or verification on our part except to the extent
otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied
upon.
The Debt
Securities are issuable under an indenture, dated September 3, 2009, by and
between the Company and Deutsche Bank Trust Company Americas, as trustee (the
“Indenture”) attached as Exhibit (4)(a) to the Registration Statement. Deutsche
Bank Trust Company Americas is referred to herein as the “Trustee.”
For
purposes of this opinion, the “Agreements” are the Underwriting Agreement and
the Pricing Agreement related to the Debt Securities, dated February 1, 2010,
between the Company and the several underwriters party thereto (collectively,
the “Underwriters”).
In
connection with this opinion, we have (i) investigated such questions of law,
(ii) examined originals or certified, conformed, facsimile, electronic or
reproduction copies, of such agreements, instruments, documents and records of
the Company, such certificates of public officials and such other documents, and
(iii) received such information from officers and representatives of the Company
and others as we have deemed necessary or appropriate for the purposes of this
opinion. We have examined, among other documents, the
following:
(a)
|
the
Agreements;
|
(b)
|
the
Indenture; and
|
(c)
|
a
specimen form of the Debt
Securities.
|
The
documents referred to in items (a) through (c) above, inclusive, are referred to
herein collectively as the “Documents.”
In all
such examinations, we have assumed the legal capacity of all natural persons,
the genuineness of all signatures, the authenticity of original and certified
documents and the conformity to original or certified documents of all copies
submitted to us as conformed or reproduction copies. As to various questions of
fact relevant to the opinion expressed herein, we have relied upon, and assume
the accuracy of, the representations and warranties contained in the Documents,
certificates and oral or written statements and other information of or from
officers or other appropriate representatives of the Company and others and
assume compliance on the part of all parties to the Documents with the covenants
and agreements contained therein.
We have
assumed, for purposes of the opinion expressed herein, that (i) all of the
parties to the Documents are validly existing and in good standing under the
laws of their respective jurisdictions of organization; (ii) all of the parties
to the Documents have the power and authority to (a) execute and deliver the
Documents, (b) perform their obligations thereunder and (c) consummate the
transactions contemplated thereby; (iii) each of the Documents has been duly
authorized, executed and delivered by all of the parties thereto; (iv) each of
the Documents constitutes a valid and binding obligation of all the parties
thereto (other than as expressly addressed in the opinion below as to the
Company), enforceable against such parties in accordance with its terms; (v) the
Debt Securities have been duly authenticated and delivered by the Trustee
against payment therefor in accordance with the Agreements; (vi) all of the
parties to the Documents will comply with all laws applicable thereto; and (vii)
the Debt Securities conform to the specimen thereof examined by us.
Based
upon the foregoing and subject to the limitations, qualifications and
assumptions set forth herein, we are of the opinion that the Debt Securities,
when paid for by the Underwriters in accordance with the terms of the
Agreements, will constitute valid and binding obligations of the
Company.
The
opinion set forth above is subject to the following qualifications:
(i) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws (or
related judicial doctrines) now or hereafter in effect affecting creditors’
rights and remedies generally;
(ii) general
principles of equity (including, without limitation, standards of materiality,
good faith, fair dealing and reasonableness, equitable defenses and limits as to
the availability of equitable remedies), whether such principles are considered
in a proceeding in equity or at law; and
(iii) the
application of any applicable fraudulent conveyance, fraudulent transfer,
fraudulent obligation, or preferential transfer law or any law governing the
distribution of assets of any person now or hereafter in effect affecting
creditors’ rights and remedies generally.
We
express no opinion as to:
(i) the
legality, validity, binding effect or enforceability of any provision of the
Debt Securities or the Indenture relating to indemnification, contribution or
exculpation;
(ii) the
legality, validity, binding effect or enforceability of any provision of the
Debt Securities or the Indenture related to (a) forum selection or
submission to jurisdiction (including, without limitation, any waiver of any
objection to venue in any court or of any objection that a court is an
inconvenient forum) to the extent that the legality, validity, binding effect or
enforceability of any such provision is to be determined by any court other than
a court of the State of New York, or (b) choice of governing law to the
extent that the legality, validity, binding effect or enforceability of any such
provision is to be determined by any court other than a court of the State of
New York or a federal district court sitting in the State of New York, in each
case, applying the choice of law principles of the State of New
York;
(iii) the
legality, validity, binding effect or enforceability of any provision of the
Debt Securities or the Indenture specifying that provisions thereof may be
waived only in writing, to the extent that an oral agreement or an implied
agreement by trade practice or course of conduct has been created that modifies
any provision of such agreement;
(iv) the
legality, validity, binding effect or enforceability of any provision of the
Documents containing any purported waiver, release, variation, disclaimer,
consent or other agreement of similar effect (all of the foregoing,
collectively, a “Waiver”) by the Company under any provision of the Documents to
the extent limited by provisions of applicable law (including judicial
decisions), or to the extent that such a Waiver applies to a right, claim, duty,
defense or ground for discharge otherwise existing or occurring as a matter of
law (including judicial decisions), except to the extent that such a Waiver is
effective under, and is not prohibited by or void or invalid under, provisions
of applicable law (including judicial decisions);
(v) any
provision of the Documents purporting to give any person or entity the power to
accelerate obligations without any notice to the obligor; and
(vi) any
provision of the Documents which may be construed to be in the nature of a
penalty.
The
opinion expressed above is subject to the effect of, and we express no opinion
herein as to, the application of state or foreign securities or Blue Sky laws or
any rules or regulations thereunder.
The
opinion expressed herein is limited to the federal laws of the United States of
America and the laws of the State of New York, each as currently in effect, and
no opinion is expressed with respect to any other laws or any effect that such
other laws may have on the opinion expressed herein. The opinion expressed
herein is limited to the matters stated herein, and no opinion is implied or may
be inferred beyond the matters expressly stated herein. The opinion
expressed herein is given as of the date hereof, and we undertake no obligation
to supplement this letter if any applicable laws change after the date hereof or
if we become aware of any facts that might change the opinion expressed herein
or for any other reason.
This
opinion is furnished solely for your benefit in connection with internal counsel
for the Company rendering an opinion to the Company to be filed as an exhibit to
the Registration Statement. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement. In giving this consent, we
do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.
Very truly yours,
/s/ FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
LLP
FRIED,
FRANK, HARRIS, SHRIVER & JACOBSON LLP