Attached files

file filename
8-K - FORM 8-K - CORNING INC /NYd8k.htm
EX-1.2 - PRICING AGREEMENT - CORNING INC /NYdex12.htm
EX-4.2 - FORM OF THE 2020 NOTE - CORNING INC /NYdex42.htm
EX-4.1 - FORM OF OFFICERS' CERTIFICATE OF THE COMPANY - CORNING INC /NYdex41.htm
EX-4.3 - FORM OF THE 2040 NOTE - CORNING INC /NYdex43.htm
EX-1.1 - UNDERWRITING AGREEMENT - CORNING INC /NYdex11.htm
EX-99.1 - PRESS RELEASE - CORNING INC /NYdex991.htm

Exhibit 5.01

 

LOGO    Denise A. Hauselt    Corning Incorporated    t 607 974 8679
   Secretary    One Riverfront Plaza    f 607 974 6686
   Assistant General Counsel    MP-HQ-E2-10    hauseltda@corning.com
      Corning, NY 14831    www.corning.com

August 9, 2010

Corning Incorporated

One Riverfront Plaza

Corning, New York 14831

Ladies and Gentlemen:

As Vice President and Assistant General Counsel of Corning Incorporated (the “Company”), I have acted as counsel for the Company in connection with the authorization and issuance of $300,000,000 aggregate principal amount of the Company’s 4.250% Notes due 2020 (the “2020 Notes”) and $400,000,000 aggregate principal amount of the Company’s 5.750% Notes due 2040 (together with the 2020 Notes, the “Notes”) pursuant to an Indenture dated as of November 8, 2000 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A. (successor to J. P. Morgan Chase & Co., formerly The Chase Manhattan Bank) (the “Trustee”). The offer and sale of the Notes have been registered under a Registration Statement on Form S-3 (File No. 333-155803) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

I have examined or am otherwise familiar with the Restated Certificate of Incorporation and By-Laws of the Company, the Indenture, the Registration Statement, the corporate action in connection with the issuance of the Notes that has occurred through the date hereof, and such other documents, records and instruments as I have deemed necessary or appropriate for the purposes of this opinion.

In rendering the following opinion, I have assumed that the Indenture has been duly authorized, executed and delivered by all parties thereto other than the Company. Additionally, in my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as original documents, the conformity to original documents of all documents submitted to me as copies, the legal capacity of natural persons, and the legal power and authority of all persons signing on behalf of the parties to all documents (other than the Company).

Based upon and subject to the foregoing, I am of the opinion that the Notes, when executed by the Company and authenticated by the Trustee in accordance with the Indenture and delivered to the purchasers thereof against payment therefor, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally (including, without limitation, all laws relating to fraudulent transfers), and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether enforcement is considered in a proceeding in equity or at law).


Corning Incorporated

August 9, 2010

Page 2

 

My opinion is limited to matters governed by the Federal laws of the United States of America and the laws of the State of New York.

I hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K dated August 3, 2010, which is incorporated by reference into the Registration Statement, and to being named under the caption “Validity of the Notes” in the prospectus supplement with respect to the Notes constituting part of the Registration Statement. In giving such consent, I do not admit that I am an “expert” within the meaning of the Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

/s/ Denise A. Hauselt

Denise A. Hauselt
Vice President and Assistant General Counsel