Attached files
file | filename |
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EX-99.2 - EX-99.2 - WESTERN DIGITAL CORP | d538323dex992.htm |
EX-99.1 - EX-99.1 - WESTERN DIGITAL CORP | d538323dex991.htm |
EX-4.3 - EX-4.3 - WESTERN DIGITAL CORP | d538323dex43.htm |
EX-4.2 - EX-4.2 - WESTERN DIGITAL CORP | d538323dex42.htm |
EX-4.1 - EX-4.1 - WESTERN DIGITAL CORP | d538323dex41.htm |
8-K - 8-K - WESTERN DIGITAL CORP | d538323d8k.htm |
Exhibit 5.1
VICTOR I. LEWKOW | CARMINE D. BOCCUZZI, JR | JARED GERBER | ||||
LESLIE N. SILVERMAN | JEFFREY D. KARPF | COLIN D. LLOYD | ||||
LEE C. BUCHHEIT | KIMBERLY BROWN BLACKLOW | COREY M. GOODMAN | ||||
THOMAS J. MOLONEY | ROBERT J. RAYMOND | RISHI ZUTSHI | ||||
DAVID G. SABEL | SUNG K. KANG | JANE VANLARE | ||||
One Liberty Plaza New York, NY 10006-1470 T: +1212 225 2000 F: +1212 225 3999
clearygottlieb.com |
JONATHAN I. BLACKMAN | LEONARD C. JACOBY | DAVID H. HERRINGTON | |||
MICHAEL L. RYAN | SANDRA L. FLOW | KIMBERLY R. SPOERRI | ||||
ROBERT P. DAVIS | FRANCISCO L. CESTERO | AARON J. MEYERS | ||||
YARON Z. REICH | FRANCESCA L. ODELL | DANIEL C. REYNOLDS | ||||
RICHARD S. LINCER | WILLIAM L. MCRAE | ABENA A. MAINOO | ||||
STEVEN G. HOROWITZ | JASON FACTOR | HUGH C. CONROY, JR. | ||||
JAMES A. DUNCAN | MARGARET S. PEPONIS | RESIDENT PARTNERS | ||||
STEVEN M. LOEB | LISA M. SCHWEITZER | |||||
CRAIG B. BROD | JUAN G. GIRALDEZ | SANDRA M. ROCKS | ||||
EDWARD J. ROSEN | DUANE MCLAUGHLIN | S. DOUGLAS BORISKY | ||||
NICOLAS GRABAR | BREON S. PEACE | JUDITH KASSEL | ||||
CHRISTOPHER E. AUSTIN | MEREDITH E. KOTLER | DAVID E. WEBB | ||||
SETH GROSSHANDLER | CHANTAL E. KORDULA | PENELOPE L. CHRISTOPHOROU | ||||
HOWARD S. ZELBO | BENETJ.OREILLY | BOAZ S. MORAG | ||||
DAVID E. BRODSKY | ADAM E. FLEISHER | MARY E. ALCOCK | ||||
ARTHUR H. KOHN | SEAN A. ONEAL | HEIDE H. ILGENFRITZ | ||||
RICHARD J. COOPER | GLENN P. MCGRORY | KATHLEEN M. EMBERGER | ||||
JEFFREY S. LEWIS | MATTHEW P. SALERNO | WALLACE L. LARSON. JR. | ||||
PAUL J. SHIM | MICHAEL J. ALBANO | AVRAM E. LUFT | ||||
STEVEN L. WILNER | VICTOR L. HOU | ANDREW WEAVER | ||||
ERIKA W. NIJENHUIS | ROGER A. COOPER | HELENA K. GRANNIS | ||||
ANDRES DE LA CRUZ | AMY R. SHAPIRO | JOHN V. HARRISON | ||||
DAVID C. LOPEZ | JENNIFER KENNEDY PARK | CAROLINE F. HAYDAY | ||||
JAMES L. BROMLEY | ELIZABETH LENAS | RAHUL MUKHI | ||||
MICHAEL A. GERSTENZANG | LUKE A. BAREFOOT | NEIL R. MARKEL | ||||
WASHINGTON, D.C. PARIS BRUSSELS LONDON MOSCOW | LEWIS J. LIMAN | PAMELA L. MARCOGLIESE | HUMAYUN KHALID | |||
FRANKFURT COLOGNE ROME MILAN HONG KONG | LEV L. DASSIN | PAUL M. TIGER | KENNETH S. BLAZEJEWSKI | |||
BEIJING BUENOS AIRES SÁO PAULO ABU DHABI SEOUL | NEIL Q. WHORISKEY | JONATHAN S. KOLODNER | ANDREA M. BASHAM | |||
JORGE U. JUANTORENA | DANIEL lLAN | LAURA BAGARELLA | ||||
MICHAEL D. WEINBERGER | MEYER H. FEDIDA | SHIRLEY M. LO | ||||
D: +1 212 225-2680 skang@cgsh.com |
DAVID LEINWAND | ADRIAN R. LEIPSIC | RESIDENT COUNSEL | |||
DIANA L. WOLLMAN | ELIZABETH VICENS | |||||
JEFFREY A. ROSENTHAL | ADAM J. BRENNEMAN | LOUISE M. PARENT | ||||
ETHAN A. KLINGSBERG | ARI D. MACKINNON | OF COUNSEL | ||||
MICHAEL D. DAYAN | JAMES E. LANGSTON |
February 13, 2018
Western Digital Corporation
5601 Great Oaks Parkway
San Jose, California 95119
Ladies and Gentlemen:
We have acted as special counsel to Western Digital Corporation, a Delaware corporation (the Company), and the Guarantors (as defined below) in connection with the Companys offering pursuant to a registration statement on Form S-3 (No. 333-222762) (as amended and including the documents incorporated by reference therein, the Registration Statement) and the prospectus, dated January 30, 2018 (including the documents incorporated by reference therein, the Prospectus), of $2,300,000,000 aggregate principal amount of its 4.750% Senior Notes due 2026 (the Notes). The Notes will be fully and unconditionally guaranteed by HGST, Inc., a Delaware corporation, WD Media, LLC, a Delaware limited liability company, Western Digital (Fremont), LLC, a Delaware limited liability company, and Western Digital Technologies, Inc., a Delaware corporation (the Guarantors and, together with the Company, the Registrants). The Notes will be issued under an indenture, dated as of February 13, 2018 (the Indenture), between the Company, the Guarantors and U.S. Bank National Association, as trustee (the Trustee). The Indenture includes the guarantees of the Notes by the Guarantors (the Guarantees).
In arriving at the opinions expressed below, we have reviewed the following documents:
(a) the Registration Statement;
(b) the Prospectus;
Cleary Gottlieb Steen & Hamilton LLP or an affiliated entity has an office in each of the cities listed above.
Western Digital Corporation, p. 2
(c) an executed copy of the Underwriting Agreement, dated January 30, 2018, between the Company, the Guarantors and the Representatives, on behalf of themselves and the several underwriters named in Schedule I thereto;
(d) facsimile copies of the Notes in global form as executed by the Company and authenticated by the Trustee;
(e) an executed copy of the Indenture; and
(f) copies of the certificates of organization or similar formation documents and the bylaws or operating agreements of each of the Company and Guarantors, as applicable, certified by the Secretary of State of the State of Delaware and the corporate secretary of the Company or Guarantor, as applicable.
In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and the Guarantors and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.
In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that (a) the Notes are the valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture, and (b) the Guarantees are the valid, binding and enforceable obligations of the Guarantors, entitled to the benefits of the Indenture.
Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of any Registrant, (a) we have assumed that such Registrant and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to any of the Registrants regarding matters of the law of the State of New York, the General Corporation Law of the State of Delaware or the Limited Liability Company Act of the State of Delaware that in our experience normally would be applicable to general business entities with respect to such agreement or obligation), (b) we express no opinion with respect to the effect of any mandatory choice of law rules and (c) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors rights generally and to general principles of equity.
We note that (i) the waiver of defenses contained in Sections 11.06 and 11.13 of the Indenture may be ineffective to the extent that any such defense involves a matter of public policy in the State of New York and (ii) the enforceability of indemnification provisions may be subject to public policy considerations.
Western Digital Corporation, p. 3
The foregoing opinions are limited to the law of the State of New York, the General Corporation Law of the State of Delaware and the Limited Liability Company Act of the State of Delaware.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Companys Current Report on Form 8-K dated February 13, 2018. In giving this consent, we do not thereby admit that we are within 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 thereunder. The opinions expressed herein are rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.
Very truly yours, | ||
CLEARY GOTTLIEB STEEN & HAMILTON LLP | ||
By: | /s/ Sung K. Kang | |
Sung K. Kang, a Partner |