Attached files
file | filename |
---|---|
8-K - 8-K - TE Connectivity Ltd. | a13-24614_48k.htm |
EX-1.1 - EX-1.1 - TE Connectivity Ltd. | a13-24614_4ex1d1.htm |
EX-4.1 - EX-4.1 - TE Connectivity Ltd. | a13-24614_4ex4d1.htm |
EX-5.2 - EX-5.2 - TE Connectivity Ltd. | a13-24614_4ex5d2.htm |
EX-5.3 - EX-5.3 - TE Connectivity Ltd. | a13-24614_4ex5d3.htm |
EX-99.1 - EX-99.1 - TE Connectivity Ltd. | a13-24614_4ex99d1.htm |
Exhibit 5.1
|
767 Fifth Avenue |
November 25, 2013
TE Connectivity Ltd.
Rheinstrasse 20
CH-8200 Schaffhausen
Switzerland
Tyco Electronics Group S.A.
17, boulevard Grande Duchesse Charlotte
L1331 Luxembourg
Ladies and Gentlemen:
We have acted as counsel to TE Connectivity Ltd., a Swiss corporation (TE Connectivity), and Tyco Electronics Group S.A., a Luxembourg company (TEGSA and together with TE Connectivity, the Companies), in connection with the offer and sale by TEGSA of $325,000,000 aggregate principal amount of 2.375% Senior Notes due 2018 (the Notes), pursuant to the Underwriting Agreement, dated as of November 20, 2013 (the Agreement), among the Companies and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein. The Notes are being issued pursuant to the Indenture dated as of September 25, 2007 (the Base Indenture) among the Companies and Deutsche Bank Trust Company Americas, as Trustee (the Trustee), as supplemented by the Eighth Supplemental Indenture, dated as of November 25, 2013 (the Eighth Supplemental Indenture). The Base Indenture, as supplemented by the Eighth Supplemental Indenture is referred to herein as the Indenture. TEGSAs obligations under the Notes are fully and unconditionally guaranteed by TE Connectivity and such guarantee (the Guarantee) is set forth in the Indenture and evidenced by notations on the Notes.
In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Registration Statement on Form S-3 (File No. 333-171800), filed by the Companies on January 21, 2011 (the Registration Statement); (ii) the Prospectus, dated January 21, 2011 (the Base Prospectus), which forms a part of the Registration Statement; (iii) the Prospectus Supplement, dated November 20, 2013 (the Prospectus Supplement); (iv) the Base Indenture; (v) the Eighth Supplemental Indenture; (vi) the Notes; (vii) the Guarantee and (viii) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of each of the Companies, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth. We refer to the Base Prospectus as supplemented by the Prospectus Supplement as the Prospectus.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. We have also assumed (i) the valid existence of each of the Companies, (ii) that each of the Companies has the requisite corporate power and authority to enter into and perform its obligations under the Notes and the Guarantee, as applicable, and (iii) the due authorization, execution and delivery of the Notes and the Guarantee by each of the Companies, as applicable. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of each of the Companies.
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:
1. The Notes constitute valid and binding obligations of TEGSA, enforceable against it in accordance with their terms.
2. The Guarantee constitutes the valid and binding obligation of TE Connectivity, enforceable against TE Connectivity in accordance with its terms.
The opinions expressed above with respect to validity, binding effect and enforceability are subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
The opinions expressed herein are limited to the laws of the State of New York, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the incorporation by reference of this letter as an exhibit to the Registration Statement and to the reference to our firm under the caption Legal Matters in the Prospectus. In giving such consent we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP