DARDEN RESTAURANTS INC - FORM 8-K - EX-5.2 - EXHIBIT - October 4, 2012

Attached files

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8-K - 8-K - DARDEN RESTAURANTS INCa8-kdebtoffer10x2012.htm
EX-5.1 - EXHIBIT - DARDEN RESTAURANTS INCex51opinion10-4x12.htm
EX-4.1 - EXHIBIT - DARDEN RESTAURANTS INCex41authorder10-4x12.htm
EX-1.1 - EXHIBIT - DARDEN RESTAURANTS INCex11underwritingagmt10-1x12.htm




EXHIBIT 5.2
[Letterhead of Darden Restaurants, Inc.]
Darden Restaurants, Inc.
1000 Darden Center Drive
Orlando, FL 32837
Re:
 
Registration Statement on Form S-3
 
 
File No. 333-169789
Ladies and Gentlemen:
I am Senior Associate General Counsel of Darden Restaurants, Inc., a Florida corporation (the “Company”), and in such capacity I am familiar with the above-captioned Registration Statement on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an indeterminate amount of debt securities of the Company to be offered from time to time, and a Prospectus Supplement dated October 1, 2012 to the Prospectus dated October 6, 2010 (together, the “Prospectus”) relating to the offer and sale by the Company under the Registration Statement of $450,000,000 aggregate principal amount of 3.350% Senior Notes due 2022 (the “Notes”). The Notes are to be issued under the Indenture dated as of January 1, 1996 (the “Indenture”) between the Company and Wells Fargo Bank, National Association (as successor to Wells Fargo Bank Minnesota, National Association, formerly known as Norwest Bank Minnesota, National Association), as trustee (the “Trustee”) and sold pursuant to the Underwriting Agreement dated October 1, 2012 (the “Underwriting Agreement”) among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein.
I have examined such documents and reviewed such questions of law as I have considered necessary and appropriate for the purposes of my opinions set forth below. In rendering my opinions, I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to me as copies. I have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to my opinions, I have relied upon certificates of officers of the Company and of public officials.
Based on the foregoing, I am of the opinion that:






1.
The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida.
2.
The Company has the corporate power to execute, deliver and perform its obligations under the Indenture and the Notes.
3.
The Notes have been duly authorized by all requisite corporate action and, when duly executed by the Company in accordance with the resolutions of the Board of Directors of the Company adopted by written consent on August 3, 2012 and of the Pricing Committee of the Board of Directors adopted by written consent dated October 1, 2012 relating to the Notes, and the Indenture, authenticated by the Trustee in the manner provided for in the Indenture and delivered on behalf of the Company against payment of the consideration therefor specified in the Underwriting Agreement, will have been duly executed and delivered by the Company.
My opinions expressed above are limited to the laws of the State of Florida.
I hereby consent to your filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the caption “Validity of Debt Securities” contained in the Prospectus. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.
Dated: October 4, 2012
Very truly yours,
/s/ Douglas E. Wentz
Senior Associate General Counsel



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