Attached files
file | filename |
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8-K - FORM 8-K - PROCTER & GAMBLE Co | y84682e8vk.htm |
EX-5.A - EX-5.A - PROCTER & GAMBLE Co | y84682exv5wa.htm |
Exhibit (5)(c)
[Fried, Frank, Harris, Shriver & Jacobson LLP Letterhead]
May 19, 2010
The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, Ohio 45202
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 ¥100,000,000,000 aggregate
principal amount of 0.95% Notes due May 20, 2015 (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 May 13, 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 certified,
conformed, facsimile, electronic 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;
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(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
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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
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