Attached files
file | filename |
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8-K - FORM 8-K - NIKE, Inc. | d273960d8k.htm |
EX-1.1 - EX-1.1 - NIKE, Inc. | d273960dex11.htm |
EX-5.1 - EX-5.1 - NIKE, Inc. | d273960dex51.htm |
EX-4.2 - EX-4.2 - NIKE, Inc. | d273960dex42.htm |
Exhibit 5.2
October 18, 2016
NIKE, Inc.
One Bowerman Drive
Beaverton, OR 97005-6453
Re: | Securities Being Registered under Registration Statement on Form S-3 |
Ladies and Gentlemen:
Reference is made to my opinion letter dated July 21, 2016 and included as Exhibit 5.2 to the Registration Statement on Form S-3 (the Registration Statement) (File No. 333-212617) filed on July 21, 2016 by NIKE, Inc., an Oregon corporation (the Company), with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act). The Registration Statement became effective upon filing on July 21, 2016. I am delivering this supplemental opinion letter in connection with the prospectus supplement (the Prospectus Supplement) filed on October 20, 2016 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of up to $1,000,000,000 aggregate principal amount of its 2.375% Notes due 2026 and $500,000,000 aggregate principal amount of its 3.375% Notes due 2046 (collectively, the Notes) covered by the Registration Statement. I understand that the Notes are to be offered and sold in the manner described in the Prospectus Supplement.
I have reviewed such documents and have made such examination of law as I have deemed appropriate to give the opinions set forth below. I have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
I refer to the indenture, dated as of April 26, 2013 (the Base Indenture), by and between the Company and Deutsche Bank Trust Company America, as trustee (the Trustee), as amended by the supplemental indenture (the Supplemental Indenture) that is to be entered into by the Company and the Trustee establishing the terms of the Notes under the Base Indenture, in a form consistent with that authorized by the Company, as the Indenture.
The opinions set forth below are limited to Oregon law. Without limiting the generality of the foregoing, I express no opinion with respect to (i) state securities or blue sky laws or (ii) state antitrust laws.
Based on the foregoing, it is my opinion that:
NIKE, Inc.
October 18, 2016
Page 2
(1) The Company is validly existing as a corporation under the laws of the State of Oregon and has the corporate power to execute and deliver the Indenture and the Notes and to perform its obligations thereunder.
(2) The Indenture has been duly authorized.
(3) The Notes have been duly authorized for issuance by the Company.
This opinion letter and the opinions it contains shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Associations Business Law Section as published in 53 Business Lawyer 831 (May 1998).
I hereby consent to the inclusion of this opinion as Exhibit 5.2 to the Companys Current Report on Form 8-K dated October 21, 2016, which is incorporated by reference into the Registration Statement and to the references to my name under the caption Legal Matters in the Registration Statement and the Prospectus Supplement. In giving my consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours, |
/S/ John F. Coburn III |
John F. Coburn III, Esq. |
Vice President and |
Secretary |