Attached files
file | filename |
---|---|
8-K - FORM 8-K - DELL INC | d81054e8vk.htm |
EX-1.1 - EX-1.1 - DELL INC | d81054exv1w1.htm |
EX-4.4 - EX-4.4 - DELL INC | d81054exv4w4.htm |
EX-4.5 - EX-4.5 - DELL INC | d81054exv4w5.htm |
EX-4.1 - EX-4.1 - DELL INC | d81054exv4w1.htm |
EX-4.3 - EX-4.3 - DELL INC | d81054exv4w3.htm |
EX-4.2 - EX-4.2 - DELL INC | d81054exv4w2.htm |
Exhibit 5.1
March 31, 2011
Board of Directors
Dell Inc.
One Dell Way
Round Rock, Texas 78682
Dell Inc.
One Dell Way
Round Rock, Texas 78682
Ladies and Gentlemen:
We are acting as counsel to Dell Inc., a Delaware corporation (the Company), in connection
with its registration statement on Form S-3 (No. 333-155041) (as amended, the Registration
Statement) previously declared effective by the Securities and Exchange Commission (the
Commission) relating to the public offering of debt securities of the Company that may be offered
and sold by the Company from time to time as set forth in the prospectus dated March 14, 2011 (the
Prospectus), and as may be set forth from time to time in one or more supplements to the
Prospectus. This opinion letter is rendered in connection with the proposed public offering of up
to $300,000,000 aggregate principal amount of the Companys Floating Rate Notes due 2014 (the
Floating Rate Notes), $400,000,000 aggregate principal amount of the Companys 2.100% Notes due
2014 (the 2014 Notes), $400,000,000 aggregate principal amount of the Companys 3.100% Notes due
2016 (the 2016 Notes) and $400,000,000 aggregate principal amount of the Companys 4.625% Notes
due 2021 (the 2021 Notes and together with the Floating Rate Notes, the 2014 Notes and the 2016
Notes, the Notes), as described in a prospectus supplement dated March 28, 2011 (the Prospectus
Supplement). The Notes will be issued pursuant to that certain Indenture, dated as of April 6,
2009, as supplemented by a Fourth Supplemental Indenture, dated March 31, 2011 (the Indenture),
between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the
Trustee). This opinion letter is furnished to you at your request to enable you to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the
Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments
and documents as we have deemed an appropriate basis on which to render the opinions hereinafter
expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the accuracy
Board of Directors
Dell Inc.
March 31, 2011
Page 2
Dell Inc.
March 31, 2011
Page 2
and completeness of all documents submitted to us, the authenticity of all original documents,
and the conformity to authentic original documents of all documents submitted to us as copies
(including telecopies). As to all matters of fact, we have relied on the representations and
statements of fact made in the documents so reviewed, and have not independently established the
facts so relied on. This opinion letter is given, and all statements herein are made, in the
context of the foregoing.
For purposes of this opinion letter, we have assumed that (i) the Trustee has all requisite
power and authority under all applicable laws, regulations and governing documents to execute,
deliver and perform its obligations under the Indenture and has complied with all legal
requirements pertaining to its status as such status relates to its rights to enforce the Indenture
against the Company, (ii) the Trustee has duly authorized, executed and delivered the Indenture,
(iii) the Trustee is validly existing and in good standing in all necessary jurisdictions, (iv) the
Indenture constitutes a valid and binding obligation of the Trustee, enforceable against the
Trustee in accordance with its terms, (v) there has been no material mutual mistake of fact or
misunderstanding or fraud, duress or undue influence, in connection with the negotiation, execution
and delivery of the Indenture and the conduct of all parties to the Indenture has complied with any
requirements of good faith, fair dealing and conscionability, and (vi) there are and have been no
agreements or understandings among the parties, written or oral, and there is and has been no usage
of trade or course of prior dealing among the parties that would, in either case, define,
supplement or qualify the terms of the Indenture. We have also assumed the validity and
constitutionality of each relevant statute, rule, regulation and agency action covered by this
opinion letter.
This opinion letter is based as to matters of law solely on the applicable provisions of the
following, as currently in effect: (i) the Delaware General Corporation Law, as amended; and (ii)
the laws of the State of New York (but not including any laws, statutes, ordinances, administrative
decisions, rules or regulations of any political subdivision below the state level). We express no
opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein,
the term Delaware General Corporation Law, as amended includes the statutory provisions contained
therein, all applicable provisions of the Delaware Constitution and reported judicial decisions
interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the opinion that the Notes have
been duly authorized on behalf of the Company and that, following (i) receipt by the Company of
valid consideration therefor and (ii) the due execution, authentication, issuance and delivery of
the Notes pursuant to the terms of the Indenture, the Notes will constitute valid and binding
obligations of the Company.
In addition to the assumptions, qualifications, exceptions and limitations set forth elsewhere
in this opinion letter, our opinions expressed above with respect to the valid and binding nature
of obligations may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium
or other laws affecting creditors rights (including, without limitation, the effect of statutory
and other law regarding fraudulent conveyances, fraudulent transfers and
Board of Directors
Dell Inc.
March 31, 2011
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Dell Inc.
March 31, 2011
Page 3
preferential transfers) and by the exercise of judicial discretion and the application of
principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality
(regardless of whether the applicable agreements are considered in a proceeding in equity or at
law).
This opinion letter has been prepared for use in connection with the filing by the Company
with the Commission of a Current Report on Form 8-K relating to the issuance and sale of the Notes,
which Current Report on Form 8-K will be incorporated by reference into the Registration Statement
and Prospectus, as supplemented by the Prospectus Supplement. We assume no obligation to advise
you of any changes in the foregoing subsequent to the delivery of this letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described
Current Report on Form 8-K and to the reference to this firm under the caption Legal Matters in
the Prospectus Supplement. In giving this consent, we do not thereby admit that we are an expert
within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN LOVELLS US LLP
HOGAN LOVELLS US LLP