Attached files
file | filename |
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8-K - FORM 8-K - PROCTER & GAMBLE Co | y84682e8vk.htm |
EX-5.C - EX-5.C - PROCTER & GAMBLE Co | y84682exv5wc.htm |
Exhibit (5)(a)
Jason P. Muncy
Senior Counsel
Senior Counsel
Phone: (513) 983-1042
Fax: (513) 983-2611
muncy.j@pg.com
Fax: (513) 983-2611
muncy.j@pg.com
May 19, 2010
The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, Ohio 45202
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 ¥100,000,000,000
aggregate principal amount of the Companys 0.95% Notes due May 20, 2015 (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.
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, |
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/s/ JASON P. MUNCY | ||||
Jason P. Muncy | ||||
Senior Counsel |