Attached files
file | filename |
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8-K - FORM 8-K - JOHNSON CONTROLS INC | c62786e8vk.htm |
EX-1.1 - EX-1.1 - JOHNSON CONTROLS INC | c62786exv1w1.htm |
Exhibit 5.1
ATTORNEYS AT LAW | ||||
777 EAST WISCONSIN AVENUE | ||||
MILWAUKEE, WI 53202-5306 | ||||
414.271.2400 TEL | ||||
414.297.4900 FAX | ||||
www.foley.com | ||||
CLIENT/MATTER NUMBER | ||||
February 3, 2011 | 041515-0190 |
Johnson Controls, Inc.
5757 North Green Bay Avenue
Milwaukee, Wisconsin 53209
5757 North Green Bay Avenue
Milwaukee, Wisconsin 53209
Ladies and Gentlemen:
We have acted as counsel for Johnson Controls, Inc., a Wisconsin corporation (the Company),
in connection with the preparation of a Registration Statement on Form S-3 (Registration No.
333-157502) (the Registration Statement), including the prospectus constituting a part thereof,
dated February 23, 2009, and the final supplement to the prospectus, dated February 1, 2011
(collectively, the Prospectus), filed by the Company with the Securities and Exchange Commission
(the SEC) under the Securities Act of 1933, as amended (the Securities Act), relating to the
issuance and sale by the Company in the manner set forth in the Registration Statement and the
Prospectus of $350,000,000 aggregate principal amount of the Companys Floating Rate Notes due
2014, $450,000,000 aggregate principal amount of the Companys 1.75% Senior Notes due 2014,
$500,000,000 aggregate principal amount of the Companys 4.25% Senior Notes due 2021 and
$300,000,000 aggregate principal amount of the Companys 5.70% Senior Notes due 2041 (collectively,
the Securities). The Securities will be issued under the Senior Indenture, dated January 17, 2006
(the Indenture), between the Company and U.S. Bank National Association, as successor Trustee
(the Trustee) and the Officers Certificate, to be dated February 4, 2011 (the Officers
Certificate) establishing the terms and providing for the issuance of the Securities.
As counsel to the Company in connection with the proposed issuance and sale of the Securities,
we have examined or are otherwise familiar with (i) the Restated Articles of Incorporation of the
Company; (ii) the By-Laws of the Company, as amended to date; (iii) the Registration Statement,
including the Prospectus and exhibits thereto (including those incorporated by reference); (iv) the
Indenture and the Officers Certificate; and (v) such other documents, records and instruments as
we have deemed necessary or appropriate to enable us to render this opinion.
In our examination of the above-referenced documents, we have assumed the genuineness of all
signatures, the authenticity of all documents, certificates and instruments submitted to us as
originals and the conformity with the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing, assuming that the Indenture has been duly authorized,
executed and delivered by, and represents the valid and binding obligation of, the
BOSTON
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JACKSONVILLE | MILWAUKEE | SAN DIEGO | SILICON VALLEY | ||||
BRUSSELS
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LOS ANGELES | NEW YORK | SAN DIEGO/DEL MAR | TALLAHASSEE | ||||
CHICAGO
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MADISON | ORLANDO | SAN FRANCISCO | TAMPA | ||||
DETROIT
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MIAMI | SACRAMENTO | SHANGHAI | TOKYO | ||||
WASHINGTON, D.C. |
Johnson Controls, Inc.
February 3, 2011
Page 2
February 3, 2011
Page 2
Trustee, and having regard for such legal considerations as we deem relevant, we are of the
opinion that the Securities, when executed, authenticated and issued in accordance with the
Indenture and in the manner and for the consideration contemplated by the Registration Statement
and the Prospectus, will be legally issued and valid and binding obligations of the Company
enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting
creditors rights and to general equity principles (regardless of whether enforcement is considered
in a proceeding in equity or at law).
We hereby consent to the deemed incorporation by reference of this opinion into the
Registration Statement and the Prospectus and to the reference to our firm therein. In giving such
consent, we do not admit that we are experts within the meaning of Section 11 of the Securities
Act or within the category of persons whose consent is required by Section 7 of the Securities Act.
Very truly yours, |
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/s/ Foley & Lardner LLP | ||||