Attached files
file | filename |
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8-K - FORM 8-K - DOVER Corp | y89741e8vk.htm |
EX-4.2 - EX-4.2 - DOVER Corp | y89741exv4w2.htm |
EX-4.3 - EX-4.3 - DOVER Corp | y89741exv4w3.htm |
EX-1.2 - EX-1.2 - DOVER Corp | y89741exv1w2.htm |
EX-4.1 - EX-4.1 - DOVER Corp | y89741exv4w1.htm |
EX-1.1 - EX-1.1 - DOVER Corp | y89741exv1w1.htm |
Exhibit 5.1
February 22, 2011
Dover Corporation
3005 Highland Parkway, Suite 200
Downers Grove, Illinois 60515
3005 Highland Parkway, Suite 200
Downers Grove, Illinois 60515
Re: Form S-3 Registration Statement (File No. 333-172299)
Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary of Dover Corporation, a Delaware corporation
(the Company), and, as such, am generally familiar with its affairs, records, documents and
obligations. I have acted as counsel to the Company in connection with the issuance and sale of
$450,000,000 aggregate principal amount of the Companys 4.300% Notes due 2021 (the Notes due
2021) and $350,000,000 aggregate principal amount of the Companys 5.375% Notes due 2041 (the
Notes due 2041 and, together with the Notes due 2021, the 2011 Securities) pursuant to a
Pricing Agreement, dated as of February 16, 2011 (the Pricing Agreement) and related Underwriting
Agreement, dated as of February 16, 2011 between the Company and Goldman, Sachs & Co., J.P. Morgan
Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the
several underwriters named in the Pricing Agreement (the Underwriters). The 2011 Securities will
be issued pursuant to an Indenture, dated as of February 8, 2001, between the Company and The Bank
of New York Mellon, as trustee (the Trustee and the Base Indenture), as amended, and
supplemented by a supplemental indenture to be entered into between the Company and the Trustee
(the Base Indenture as so supplemented, the Indenture).
I have examined the Companys Registration Statement on Form S-3 (File No. 333-172299) filed by the
Company with the Securities and Exchange Commission (the Commission) under the Securities Act of
1933, as amended (the Securities Act), on February 16, 2011 (the Registration Statement) and
the prospectus dated February 16, 2011 (the Base Prospectus) as supplemented by the preliminary
prospectus supplement dated February 16, 2011 (the Preliminary Prospectus Supplement) and the
prospectus supplement dated February 16, 2011 (the Prospectus Supplement), the form of Indenture
and the originals or certified, photostatic, electronic or facsimile copies of such records and
other documents as I have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, I have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as certified, photostatic,
electronic or facsimile copies and the authenticity of the originals of such copies.
Based upon my examination described above, and subject to the assumptions and qualifications stated
herein, I am of the opinion that:
1. The Indenture has been duly authorized, the Base Indenture has been executed and delivered by
the Company and when the supplemental indenture has been executed and delivered by the Company, the
Indenture will constitute a valid and legally binding instrument enforceable against the Company in
accordance with its terms.
2. The 2011 Securities have been duly authorized and when executed and delivered by the Company and
authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to,
and paid for by, the Underwriters, will constitute valid and legally binding obligations of the
Company enforceable against the Company, and entitled to the benefits provided by the Indenture.
The foregoing opinion is limited to the General Corporation Law of the State of Delaware and the
laws of the State of New York. The foregoing opinion is also subject to: (a) applicable bankruptcy,
reorganization, insolvency, moratorium, fraudulent conveyance and similar laws which relate to or
affect creditors rights generally, and (b) general principles of equity, including (1) the
possible unavailability of specific performance, injunctive relief or any other equitable remedy
and (2) concepts of materiality, reasonableness, conscionability, good faith and fair dealing. In
addition, I express no opinion with respect to whether acceleration of the 2011 Securities may
affect the collectibility of any portion of the stated principal amount thereof which might be
determined to constitute unearned interest thereon.
I assume for purposes of this opinion that (i) the Trustee is duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization; (ii) the Trustee is duly
qualified to engage in the activities contemplated by the Indenture; (iii) the Indenture will be
duly authorized, executed and delivered by the Trustee and will constitute a legal, valid and
binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms;
(iv) the Trustee will be in compliance, generally and with respect to acting as Trustee under the
Indenture, with all applicable laws and regulations; and (v) the Trustee will have the requisite
legal power and authority to perform its obligations under the Indenture.
I hereby consent to the filing of this opinion as an exhibit to the Companys Current Report on
Form 8-K to be filed on or about February 22, 2011, which Form 8-K will be incorporated by
reference into the Registration Statement, and the reference to my name therein and in the related
Base Prospectus, Preliminary Prospectus Supplement and Prospectus Supplement under the caption
Legal Matters. In giving this consent, I do not thereby admit that I am within the category of
persons whose consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the Commission promulgated thereunder.
Very truly yours, |
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/s/ Joseph W. Schmidt | ||||
Joseph W. Schmidt | ||||