Attached files
| file | filename |
|---|---|
| S-1/A - AMENDMENT NO. 5 TO FORM S-1 - Pentair Ltd. | d269062ds1a.htm |
Exhibit 5.1
| To: |
Homburger AG | |||
| Prime Tower | ||||
| Tyco Flow Control International Ltd. |
Hardstrasse 201 | CH–8005 Zurich | ||
| Freier Platz 10 |
P.O. Box 314 | CH–8037 Zurich | ||
| 8200 Schaffhausen |
||||
| Switzerland |
T+41 43 222 10 00 | |||
| F+41 43 222 15 00 | ||||
| lawyers@homburger.ch | ||||
| August 2, 2012 | ||||
Tyco Flow Control International Ltd. – Issuance of New Registered Shares with a Par Value of CHF 0.50 Each
Ladies and Gentlemen:
We have acted as special Swiss counsel to Tyco Flow Control International Ltd., a Swiss corporation (the Company), as regards the distribution (the Distribution) of such number of existing registered shares, par value CHF 0.50 each, of the Company (the Shares) to each shareholder of Tyco International Ltd. in the form of a special dividend out of qualifying contributed surplus as determined by a formula pursuant to the Separation and Distribution Agreement, dated as of March 27, 2012, among Tyco International Ltd., Tyco Flow Control International Ltd. and the ADT Corporation (the Separation Agreement).
As such counsel, we have been requested to render an opinion as to certain matters of Swiss law.
| I. | Basis of Opinion |
This opinion is confined to and given on the basis of the laws of Switzerland in force at the date hereof. Such laws and the interpretation thereof are subject to change. In the absence of explicit statutory law, we base our opinion solely on our independent professional judgment. This opinion is also confined to the legal matters stated herein and is not to be read as extending, by implication or otherwise, to any other matter.
For purposes of giving this opinion, we have, among other things, examined originals or copies of the following documents (collectively the Documents):
| (i) | an electronic copy of the executed Separation Agreement; |
| (ii) | an electronic copy of the public deed of incorporation of the Company, dated May 19, 2011; |
| (iii) | a legalized copy of the articles of association of the Company, dated July 12, 2012, in the form filed with the Commercial Register of the Canton of Schaffhausen, Switzerland, on February 24, 2012 (the Articles); |
| (iv) | a legalized excerpt from the Commercial Register of the Canton of Schaffhausen, dated July 12, 2012, relating to the Company (the Excerpt); |
| (v) | the Company’s registration statement on Form S-1 (File No. 333-181253) (the Registration Statement), filed with the U.S. Securities and Exchange Commission (the Commission) under the Securities Act 1933, as amended (the Act), and the related preliminary prospectus, dated May 8, 2012, as amended (the Prospectus), which is part of the Registration Statement. |
We have further examined such other records, documents, and instruments, and made such inquiries as we have deemed necessary or advisable for purposes of rendering this opinion. In relation to public registers, and excerpts therefrom, we have relied on the statutory assumption pursuant to the Swiss Civil Code of December 10, 1907, as amended, that such instruments constitute full proof of the facts evidenced therein.
With respect to Documents governed by laws other than the laws of Switzerland, for purposes of this opinion we have relied on the plain meaning of the words and expressions contained therein without regard to any import they may have under the relevant governing law.
| II. | Assumptions |
In rendering the opinion below, we have assumed the following:
| (a) | all documents produced to us as originals are authentic and complete, and all documents produced to us as copies (including, without limitation, fax and electronic copies) conform to the original; and |
| (b) | all documents produced to us as originals and the originals of all documents produced to us as copies were effectively executed and certified, as applicable, in the manner and by the individuals appearing on such documents. |
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| III. | Opinion |
Based on the foregoing and subject to the qualifications set out below, we are of the opinion as of the date hereof:
| 1. | The Company has been duly incorporated and is validly existing as a corporation (Aktiengesellschaft) under the laws of Switzerland with all requisite corporate power and authority to conduct its business as described in the Articles. |
| 2. | The Company’s Shares to be distributed to the shareholders of Tyco International Ltd. in the form of a special dividend out of qualifying contributed surplus on the Distribution Date have been validly issued, are fully paid and non-assessable. |
| IV. | Qualifications |
The above opinion is subject to the following qualification:
The lawyers of our firm are members of the Zurich bar and do not hold themselves out to be experts in any laws other than the laws of Switzerland. Accordingly, we are opining herein as to Swiss law only and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.
* * *
We have rendered this opinion as of the date hereof and we assume no obligation to advise you on changes relevant to this opinion that may thereafter be brought to our attention.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-1 and to the reference to us under the heading “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required pursuant to Section 7 of the Act.
This opinion is furnished by us, as special Swiss counsel to the Company, in connection with the Distribution and shall be governed by and construed in accordance with the laws of Switzerland.
Sincerely yours,
/s/ Homburger AG
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