Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - NYSE Euronext | dp33384_8k.htm |
| EX-4.1 - EXHIBIT 4.1 - NYSE Euronext | dp33384_ex0401.htm |
| EX-1.1 - EXHIBIT 1.1 - NYSE Euronext | dp33384_ex0101.htm |
Exhibits 5.1 and 23.1
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New York
Menlo Park
Washington DC
São Paulo
London
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Madrid
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Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
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212 450 4000 tel
212 701 5800 fax
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October 5, 2012
NYSE Euronext
11 Wall Street
New York, NY 10005
Ladies and Gentlemen:
We have acted as special counsel for NYSE Euronext, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 (File No. 333-174274) (the Registration Statement”) filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the registration by the Company of $850,000,000 aggregate principal amount of its 2.000% Notes due 2017 (the “Securities”). The Securities are to be issued pursuant to the provisions of a base indenture, dated as of May 29, 2008 (the “Base Indenture”), between the Company and Wilmington Trust Company, as trustee (the “Trustee”), as amended and supplemented by a Second Supplemental Indenture, dated as of October 5, 2012 (together with the Base Indenture, the “Indenture”), among the Company, the Trustee and Citibank, N.A., as authenticating agent, calculation agent, paying agent, security registrar and transfer agent, and to be sold pursuant to an Underwriting Agreement dated as of October 1, 2012 (the “Underwriting Agreement”) among the Company and the several underwriters named in Schedule A thereto.
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vii) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
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NYSE Euronext
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2
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October 5, 2012
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Based upon the foregoing, we advise you that, in our opinion, when the Securities have been duly executed, authenticated, issued and delivered in accordance with the Indenture and the Underwriting Agreement against payment therefor, the Securities will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to the (w) enforceability of any waiver of rights under any usury or stay law and (x) validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Securities to the extent determined to constitute unearned interest.
In connection with the opinion expressed above, we have assumed that (i) the Registration Statement became effective upon filing with the Commission and such effectiveness shall not have been terminated or rescinded; (ii) the Indenture and the Securities are each valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company); and (iii) there shall not have occurred any change in law affecting the validity or enforceability of the Securities. We have also assumed that the execution, delivery and performance of the Indenture and the Securities by the Company does not contravene, or constitute a default under, any public policy, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon the Company.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof and to its incorporation by reference into the Registration Statement. In addition, we consent to the reference to our name under the caption “Validity of Securities” in the base prospectus and related prospectus supplement relating to the Securities, which are a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.