Attached files
| file | filename |
|---|---|
| 8-K - PUBLIC OFFERING 2-2010 - PROCTER & GAMBLE Co | publicoffering.htm |
| EX-5.C - PUBLIC OFFERING - FFH OPINION - PROCTER & GAMBLE Co | publicofferingffhopinion.htm |
Exhibit
(5)(a)
Jason
P. Muncy
Senior
Counsel
Phone: (513)
983-1042
Fax: (513)
386-1927
muncy.j@pg.com
February
8, 2010
The
Procter & Gamble Company
One
Procter & Gamble Plaza
Cincinnati,
Ohio 45202
Gentlemen/Mesdames:
This
opinion is rendered for use in connection with the Registration Statement on
Form S-3, filed by The Procter & Gamble Company (the “Company”) with the
Securities and Exchange Commission on September 4, 2009 (the “Registration
Statement”), with respect to the issuance of $1,250,000,000 aggregate
principal amount of the Company’s 1.375% Notes due August 1, 2012 (the “Debt
Securities”). The Debt Securities will be issued under an Indenture, dated as of
September 3, 2009 between the Company and Deutsche Bank Trust Company Americas,
as trustee (the “Indenture”).
As
counsel for the Company, I have examined and am familiar with originals or
copies, certified or otherwise, identified to my satisfaction, of such statutes,
documents, corporate records, certificates of public officials and other
instruments as I have deemed necessary for the purpose of this opinion,
including the Amended Articles of Incorporation, Regulations and By Laws of the
Company and the records of the proceedings of the shareholders and directors of
the Company.
This
opinion is limited to the Federal laws of the United States and the laws of the
State of Ohio, each as currently in effect, and I am expressing no opinion as to
the effect of the laws of any other jurisdiction. Insofar as the
opinions set forth herein are governed by the laws of the State of New York, I
have relied as to all matters governed by such law upon the opinion dated the
date hereof of Fried, Frank, Harris, Shriver & Jacobson LLP, One New York
Plaza, New York, New York 10004, addressed to the Company and filed as an
Exhibit to the Registration Statement. To the extent the opinion of Fried,
Frank, Harris, Shriver & Jacobson LLP contains conditions and limitations, I
incorporate such conditions and limitations herein. Also, insofar as
my opinion involves factual matters, I have relied, to the extent I deem proper,
upon certificates of officers of the Company and certificates of public
officials.
Upon the
basis of the foregoing, I am of the opinion that:
(a) The Company has been duly incorporated and is validly existing and in
good standing as a corporation under the laws of Ohio; and
(b) The
Debt Securities have been duly authorized and the global securities representing
the Debt Securities have been duly executed, authenticated, issued and
delivered, and assuming receipt by the Company of payment of the issue price of
the Debt Securities, will be legally issued and will constitute valid and
binding obligations of the Company in accordance with their terms, subject as to
enforcement, to bankruptcy, insolvency, reorganization, and other laws of
general applicability relating to or affecting creditors’ rights and to general
equity principles, and shall be entitled to the benefits of the
Indenture.
I hereby
consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to my name in the prospectus contained in the
Registration Statement.
Very
truly yours,
/s/ JASON P.
MUNCY
Jason
P. Muncy
Senior
Counsel