Attached files
file | filename |
---|---|
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-5.1 - EX-5.1 - Cooper Industries plc | h78220exv5w1.htm |
EX-99.1 - EX-99.1 - Cooper Industries plc | h78220exv99w1.htm |
Exhibit 8.1
King & Spalding LLP 1l80 Peachtree Street N.E. Atlanta, Georgia 30309-3521 Phone: 404/ 572-4600 Fax: 404/572-5100 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 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 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.
Our opinion set forth below is based on the Internal Revenue Code of 1986, as amended,
Treasury Regulations promulgated thereunder, administrative pronouncements, and judicial
precedents, all as of the date hereof. The foregoing authorities may be repealed, revoked or
modified, and any such change may have retroactive effect.
Based on the foregoing, and subject to the qualifications, limitations and assumptions set
forth herein and in the Prospectus Supplement, we are of the opinion that the statements set forth
in the Prospectus Supplement under the caption Material Income Tax Considerations United States
Taxation, to the extent such statements summarize U.S. federal income tax consequences of the
purchase, beneficial ownership and disposition of the Notes, are accurate in all material respects.
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 express no opinion with respect to the matters addressed herein other than as expressly set
forth herein, nor do we express any opinion herein concerning any law other than the federal income
tax law of the United States. Moreover, we note that our opinion is not binding on the Internal
Revenue Service or courts, any of which could take a contrary position.
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, |
||||
/s/ King & Spalding LLP | ||||
King & Spalding LLP | ||||