Attached files

file filename
8-K - 8-K - HOSPIRA INCa13-17926_58k.htm
EX-99.3 - EX-99.3 - HOSPIRA INCa13-17926_5ex99d3.htm
EX-99.5 - EX-99.5 - HOSPIRA INCa13-17926_5ex99d5.htm
EX-99.2 - EX-99.2 - HOSPIRA INCa13-17926_5ex99d2.htm
EX-99.1 - EX-99.1 - HOSPIRA INCa13-17926_5ex99d1.htm
EX-99.4 - EX-99.4 - HOSPIRA INCa13-17926_5ex99d4.htm

Exhibit 99.6

 

 

 

Mayer Brown LLP

 

 

71 South Wacker Drive

August 12, 2013

 

Chicago, Illinois 60606-4637

 

 

 

Hospira, Inc.

 

Main Tel (312) 782-0600

275 North Field Road

 

Main Fax (312) 701-7711

Lake Forest, Illinois 60045

 

www.mayerbrown.com

 

Re:                             Hospira, Inc.
Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as special counsel to Hospira, Inc., a Delaware corporation (the “Company”), in connection with the filing of a registration statement on Form S-3 (Registration No. 333-190256), including the prospectus constituting a part thereof, dated July 30, 2013, and the final supplement to the prospectus, dated August 7, 2013 (collectively, the “Prospectus”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the issuance and sale by the Company of $350,000,000 aggregate principal amount of 5.200% Notes due 2020 and $350,000,000 aggregate principal amount of 5.800% Notes due 2023 (together, the “Notes”).  The Notes are to be issued under the Indenture, dated June 14, 2004, as supplemented by the Second Supplemental Indenture, dated April 30, 2009 (as supplemented, the “Indenture”) between the Company and Union Bank, N.A., as successor to Bank of America, N.A., as successor by merger to LaSalle Bank National Association, as trustee (the “Trustee”), with certain terms of the Notes being established by certain officers of the Company in certificates, dated August 7, 2013, who have been authorized by the Company’s Board of Directors to do so.

 

In rendering the opinions expressed herein, we have examined and relied upon such documents, corporate records, certificates of public officials and certificates as to factual matters executed by officers of the Company as we have deemed necessary or appropriate.  We have also assumed without verification that the Indenture has been duly authorized, executed and delivered by the Trustee.

 

We have assumed the authenticity, accuracy and completeness of all documents, records and certificates submitted to us as originals, the conformity to the originals of all documents, records and certificates submitted to us as copies and the authenticity, accuracy and completeness of the originals of all documents, records and certificates submitted to us as copies.  We have also assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are rendered.

 

Based upon the foregoing, we are of the opinion that upon the due execution, authentication, issuance and delivery of the Notes, the Notes, when sold in exchange for the consideration set forth in the Prospectus, will be duly authorized and will be binding obligations of the Company, enforceable in accordance with their terms, except as such enforceability may

 

Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and Asia
and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.

 



 

be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding at law or equity), and entitled to the benefits of the Indenture.

 

We hereby consent to the use of our name under the headings “Legal Opinions” and “Legal Experts” in the Prospectus and to the use of this opinion for filing with a Form 8-K as Exhibit 99.6 thereto.

 

 

Sincerely,

 

 

 

/s/ MAYER BROWN LLP

 

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