Attached files
file | filename |
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8-K - FORM 8-K - GOODRICH CORP | c60195e8vk.htm |
EX-12 - EX-12 - GOODRICH CORP | c60195exv12.htm |
EX-4.1 - EX-4.1 - GOODRICH CORP | c60195exv4w1.htm |
EX-1.1 - EX-1.1 - GOODRICH CORP | c60195exv1w1.htm |
Exhibit 5.1
ROBINSON BRADSHAW & HINSON, P.A.
101 North Tryon Street, Suite 1900
Charlotte, North Carolina 28246
101 North Tryon Street, Suite 1900
Charlotte, North Carolina 28246
September 10, 2010
Goodrich Corporation
Four Coliseum Centre
2730 West Tyvola Road
Charlotte, North Carolina 28217
Four Coliseum Centre
2730 West Tyvola Road
Charlotte, North Carolina 28217
Ladies and Gentlemen:
We have acted as counsel to Goodrich Corporation, a New York corporation (the
Company), in connection with an automatic shelf registration statement on Form S-3 (file
no. 333-154778) (the Registration Statement) filed by the Company with the Securities and
Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the
Act), relating to the issuance and sale from time to time by the Company of its debt
securities, series preferred stock, common stock, stock purchase contracts and stock purchase
units.
The Company has entered into an Underwriting Agreement, dated as of September 8, 2010, between
the Company and Banc of America Securities LLC, Citigroup Global Markets Inc., UBS Securities LLC
and Wells Fargo Securities, LLC (the Representatives), and a related Pricing Agreement,
dated as of September 8, 2010 (the Pricing Agreement), between the Company and the
Representatives, as representatives of the several underwriters named therein (the Pricing
Agreement), relating to the issuance and sale by the Company of $600,000,000 principal amount
of 3.60% Notes due 2021 (the Notes). The Company will issue the Notes under an
Indenture, dated as of May 1, 1991, between the Company and The Bank of New York Mellon Trust
Company, N.A., as successor to Harris Trust and Savings Bank, as Trustee (the Indenture),
and related Ninth Supplemental Indenture with respect to the Notes (the Supplemental
Indenture). The Company proposes to issue the Notes pursuant to the Registration Statement,
the Preliminary Prospectus Supplement, dated September 8, 2010, to the Prospectus dated October 28,
2008 (the Preliminary Prospectus), the Pricing Term Sheet, dated September 8, 2010,
relating to the Preliminary Prospectus, and the Prospectus Supplement, dated September 8, 2010, to
the Prospectus dated October 28, 2008 (the Final Prospectus). The Company intends to
file a Current Report on Form 8-K with respect to the offer and sale of the Notes (the Form
8-K).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of
Regulation S-K promulgated under the Act.
Goodrich Corporation
September 10, 2010
Page 2
September 10, 2010
Page 2
In connection with these opinions, we have examined original, certified, conformed, facsimile,
photographic or electronic copies, certified or otherwise identified to our satisfaction, of such
records, documents, certificates and instruments as we have deemed necessary and appropriate to
enable us to render the opinions expressed below.
In such review, we have assumed the genuineness of all signatures, the capacity of all natural
persons, the authenticity of all documents and certificates submitted to us as originals or
duplicate originals, the conformity to original documents and certificates of the documents and
certificates submitted to us as certified, photostatic, conformed, facsimile or electronic copies,
the authenticity of the originals of such latter documents and certificates, the accuracy and
completeness of all statements contained in all such documents and certificates, and the integrity
and completeness of the minute books and records of the Company to the date hereof. As to all
questions of fact material to the opinions expressed herein that have not been independently
established, we have relied, without investigation or analysis of any underlying data, upon
certificates and statements of public officials and representatives of the Company.
Based upon the foregoing, and subject to all of the assumptions, limitations and
qualifications set forth herein, we are of the opinion that the Notes, when duly executed,
authenticated, issued, delivered and paid for in accordance with the provisions of the Indenture,
the Supplemental Indenture, the Underwriting Agreement and the Pricing Agreement, will constitute
legal, valid and binding obligations of the Company.
In rendering the opinions set forth above, we express no opinion as to the laws of any
jurisdiction other than the laws of the State of North Carolina, the laws of the State of New York,
and the federal laws of the United States of America.
We are members of the Bar of North Carolina and do not purport to be experts in the laws of
any jurisdiction other than the laws of the State of North Carolina and the federal laws of the
United States of America. To the extent the foregoing opinions involve matters arising under the
laws of the State of New York, they are given by lawyers in our firm who are licensed to practice
in New York.
We consent to the filing of this opinion as an exhibit to the Companys Form 8-K incorporated
by reference in the Registration Statement and to the reference to our firm under the caption
Legal Opinions and Legal Matters in the Registration Statement, the Preliminary Prospectus and
the Final Prospectus. In giving such consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Act or that this consent is required by
Section 7 of the Act.
Very truly yours. ROBINSON, BRADSHAW & HINSON, P.A. |
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/s/ Robinson, Bradshaw & Hinson, P.A. | ||||