Attached files
file | filename |
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8-K - FORM 8-K - Cooper Industries plc | h78220e8vk.htm |
EX-4.2 - EX-4.2 - Cooper Industries plc | h78220exv4w2.htm |
EX-4.1 - EX-4.1 - Cooper Industries plc | h78220exv4w1.htm |
EX-4.3 - EX-4.3 - Cooper Industries plc | h78220exv4w3.htm |
EX-8.1 - EX-8.1 - Cooper Industries plc | h78220exv8w1.htm |
EX-99.1 - EX-99.1 - Cooper Industries plc | h78220exv99w1.htm |
Exhibit 5.1
King & Spalding LLP |
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1l80 Peachtree Street N.E. |
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Atlanta, Georgia 30309-3521 |
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Phone: 404/ 572-4600 |
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Fax: 404/572-5100 |
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www.kslaw.com |
December 7, 2010
Cooper Industries plc
Cooper B-Line, Inc.
Cooper Bussmann, LLC
Cooper Crouse-Hinds, LLC
Cooper Industries, Ltd.
Cooper Lighting, LLC
Cooper Power Systems, LLC
Cooper Wiring Devices, Inc.
Cooper US, Inc.
Cooper B-Line, Inc.
Cooper Bussmann, LLC
Cooper Crouse-Hinds, LLC
Cooper Industries, Ltd.
Cooper Lighting, LLC
Cooper Power Systems, LLC
Cooper Wiring Devices, Inc.
Cooper US, Inc.
c/o Cooper Industries plc
600 Travis, Suite 5600
Houston, Texas 77002
600 Travis, Suite 5600
Houston, Texas 77002
RE: Cooper US, Inc. Senior Notes Offering
Ladies and Gentlemen:
We have acted as counsel for Cooper Industries plc, an Irish company (Cooper Parent), and
Cooper US, Inc., a Delaware corporation (Cooper US), in connection with the registration under
the Securities Act of 1933, as amended of (a) $250,000,000 aggregate principal amount of Cooper
USs 2.375% Senior Notes due January 15, 2016 and (b) $250,000,000 aggregate principal amount of
Cooper USs 3.875% Senior Notes due December 15, 2020 (collectively, the Notes) pursuant to a
Prospectus Supplement dated December 2, 2010 (the Prospectus Supplement). The Notes are fully
and unconditionally guaranteed (the Guarantees) by Cooper Parent, Cooper Industries, Ltd., Cooper
B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Lighting, LLC, Cooper Power
Systems, LLC and Cooper Wiring Devices, Inc. (the Guarantors).
The Notes are to be issued under an indenture among Cooper Parent, Cooper US and Deutsche Bank
Trust Company Americas as trustee (the Trustee), as supplemented by a First Supplemental
Indenture and a Second Supplemental Indenture, each among Cooper US, the Guarantors and the
Trustee, and each dated as of the date hereof (such indenture, as so amended and supplemented, the
Indenture). We have examined the Indenture and Notes, and have
relied as to matters of fact upon, original, certified, conformed or photographic copies of such
corporate records of Cooper US and the
Cooper Industries plc
December 7, 2010
Page 2
December 7, 2010
Page 2
Guarantors, such certificates of public officials, officers of Cooper US and the
Guarantors and
other persons, and such other documents, records, agreements and certificates as we have deemed
necessary as a basis for the opinions hereinafter expressed. In such examination we have assumed
the genuineness of all signatures on all documents submitted to us as originals and the conformity
to original documents of all copies submitted to us as certified, conformed or photographic copies,
and, as to certificates of public officials, we have assumed the same to be accurate and to have
been given properly.
We have assumed that the execution and delivery of, and the performance of all obligations
under, the Indenture and the Notes have been duly authorized by all requisite action by the parties
thereto, that the Indenture and the Notes have been duly executed and delivered by the parties
thereto and that the Indenture will be a valid and binding agreement of the Trustee, enforceable
against the Trustee in accordance with its terms.
For purposes of our opinions, we have assumed that (a) Cooper Parent and Cooper Industries,
Ltd. are validly existing and in good standing under the laws of their respective jurisdictions of
organization and have all requisite power and authority to enable them to execute, deliver and
perform the Indenture and the Notes, (b) such execution, delivery and performance will not violate
the law of Ireland or Bermuda, as applicable, or any other applicable laws (excepting the law of
the States of New York, the corporate laws of the State of Delaware and the federal laws of the
United States), and (c) such execution, delivery and performance do not and will not constitute a
breach or a violation of any agreement or instrument that is binding upon, or the organizational
documents of, Cooper Parent or Cooper Industries, Ltd.
The opinions expressed herein are limited in all respects to the federal laws of the United
States of America, the laws of the State of New York and the corporate laws of the State of
Delaware (which includes the Delaware General Corporation Law, the Delaware Limited Liability
Company Act and applicable provisions of the Delaware Constitution and reported judicial
interpretations concerning those laws), and no opinion is expressed with respect to the laws of any
other jurisdiction or any effect which such laws may have on the opinions expressed herein. The
opinions expressed herein are limited to the matters stated herein, and no opinion is implied or
may be inferred beyond the matters expressly stated herein.
Based upon the foregoing, and subject to the other limitations and qualifications set forth
herein, we are of the opinion that:
(i) | the Notes, when (a) the Indenture has been duly executed and delivered by the parties thereto and (b) the Notes are duly executed and delivered by Cooper US and authenticated by the Trustee in accordance with the Indenture and paid for by the purchasers thereof, will constitute valid and binding obligations of Cooper US, enforceable against Cooper US in accordance with their terms, subject, as to the enforcement of remedies, to |
Cooper Industries plc
December 7, 2010
Page 3
December 7, 2010
Page 3
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors rights generally, general equitable principles and the discretion of courts in granting equitable remedies. |
(ii) | The Guarantees, when (a) the Indenture has been duly executed and delivered by the parties thereto and (b) the Notes are duly executed and delivered by Cooper US and the Guarantors and authenticated by the Trustee in accordance with the Indenture and when the Notes have been delivered against payment therefor, will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors rights generally, general equitable principles and the discretion of courts in granting equitable remedies. |
This opinion is given as of the date hereof, and we assume no obligation to advise you after
the date hereof of facts or circumstances that come to our attention or changes in law that occur
which could affect the opinions contained herein. This opinion is being rendered for the benefit of
Cooper Parent and Cooper US in connection with the matters addressed herein.
We consent to the filing of this opinion as an Exhibit to the Current Report on Form 8-K that
you will file on December 7, 2010 and to the reference to us under the caption Legal Matters in
the Prospectus Supplement.
Very truly yours, |
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/s/ King & Spalding LLP | ||||
King & Spalding LLP | ||||