Exhibit 5
Xxxxxx Xxxx LLP
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
214.939.5500
000.000.0000 fax
xxxxxxxxxx.xxx
September 20, 2002
Wal-Mart Stores, Inc.
000 X.X. 0xx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to the Pricing Agreement between Wal-Mart Stores, Inc., a
Delaware corporation (the "Company"), and Xxxxxxx, Sachs & Co., X.X. Xxxxxx
Securities Inc., and Xxxxxx Brothers Inc., for themselves and as representatives
of the several underwriters named in Schedule I thereto (collectively, the
"Underwriters"), and acknowledged by Wal-Mart Cayman (Euro) Finance Co., a
Cayman Islands exempted company ("Euro Finance Subsidiary"), Wal-Mart Cayman
(Canadian) Finance Co., a Cayman Islands exempted company ("Canadian Finance
Subsidiary"), Wal-Mart Cayman (Sterling) Finance Co., a Cayman Islands exempted
company ("Sterling Finance Subsidiary" and, together with Euro Finance
Subsidiary and Canadian Finance Subsidiary, the "Finance Subsidiaries"), dated
September 17, 2002 (the "Pricing Agreement"); and to that certain Underwriting
Agreement, dated July 26, 2001 (the "Underwriting Agreement"), by and among the
Company, the Finance Subsidiaries and the underwriters named therein, as
incorporated by reference into the Pricing Agreement (subject to the amendment
of Section 9(i) of the Underwriting Agreement as provided in the Pricing
Agreement) (the Underwriting Agreement and the Pricing Agreement are
collectively referred to as the "Agreement").
Further reference is made to the Registration Statement on Form S-3 (File
No. 333-64740) which was prepared pursuant to the Securities Act of 1933, as
amended (the "1933 Act"), was filed with the Securities and Exchange Commission
(the "Commission") on July 6, 2001, was amended by a Pre-Effective Amendment No.
1 filed with the Commission on July 24, 2001 and became effective at 10:00 a.m.
E.D.T. on July 26, 2001 (the "Registration Statement"), and the Prospectus,
dated July 25, 2001, as amended or supplemented (the "Base Prospectus"), and the
Prospectus Supplement, dated September 17, 2002, supplementing the Base
Prospectus (the "Prospectus Supplement"), constituting a part of the
Registration Statement. The Base Prospectus relates to the delayed public
offering of up to $6,000,000,000 in aggregate principal amount of unsecured debt
securities of one or more of the Company and the Finance Subsidiaries (the "Debt
Securities") issuable under the Indenture, dated as of July 5, 2001 (the
"Indenture"), between the Company and the Finance Subsidiaries as Issuers, the
Company as the Guarantor of any Debt Securities issued by any of the Finance
Subsidiaries and Bank One Trust Company, NA, as Trustee (the "Trustee"). The
Prospectus Supplement relates to the public offering of $500,000,000 aggregate
principal amount of the Company's 4.375% Notes Due 2007 (the "Notes"). As used
herein, the term "Registration Statement" shall mean the Registration Statement
in the form in which it became effective on July 26, 2001, including the
documents incorporated by reference or deemed to be incorporated by reference
therein as of the date hereof pursuant to Item 12 of Form S-3 under the 1933
Act. As used herein, the term "Prospectus" shall mean the Base Prospectus
and Prospectus Supplement combined, constituting a part of the Registration
Statement, including the documents incorporated by reference or deemed to be
incorporated by reference therein as of the date hereof pursuant to Item 12 of
Form S-3 under the 1933 Act.
We have acted as special counsel to the Company in connection with its
issue and sale of the Notes. In rendering this opinion, we have examined and
relied upon, without investigation or independent verification, executed
originals, counterparts or copies of the Certificate of Incorporation and
by-laws of the Company, each as amended and restated to date, the Articles of
Association and Articles of Memorandum of each Finance Subsidiary, the
Indenture, resolutions of the Executive Committee of the Board of Directors of
the Company and such other documents, records and certificates as we considered
necessary or appropriate to enable us to express the opinions set forth herein.
In all such examinations, we have assumed the authenticity and completeness of
all documents submitted to us as originals and the conformity to authentic and
complete originals of all documents submitted to us as photostatic, conformed,
notarized or certified copies.
In rendering this opinion, we have assumed that (i) all information
contained in all documents reviewed by us is true and complete, (ii) each
natural person signing any document reviewed by us had the legal capacity to do
so, (iii) each person signing in a representative capacity (other than on behalf
of the Company or a Finance Subsidiary) had the authority to sign in such
capacity; (iv) the Registration Statement and any amendments thereto (including
any post-effective amendment thereto) have become effective and comply with all
applicable laws, (v) the Prospectus has been prepared and filed with the
Commission describing the Notes offered thereby in accordance with all
applicable laws, (vi) all Notes will be issued and sold in compliance with
applicable federal and state Securities laws and in the manner stated in the
Registration Statement and the Prospectus Supplement, (vii) the Underwriting
Agreement has been duly authorized and validly executed and delivered by the
Company and the other parties thereto, and (viii) that at or prior to the time
of delivery of each Note, the authorization of the Notes and of the Series of
the Notes of which that Note is a part will not be modified or rescinded, and
there will not have occurred any change in law affecting the validity or
enforceability of those Notes.
As to facts material to our opinion, we have made no independent
investigation of such facts and have relied, to the extent that we deem such
reliance proper, upon certificates of public officials and officers or other
representatives of the Company.
Based on the foregoing and subject to the qualifications set forth below,
we are of the opinion that upon the execution and delivery of the Notes and
their authentication in accordance with the terms of Indenture against payment
therefor in accordance with the Agreement, the Notes will be legally issued and
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms and will be entitled to the benefits of
the Indenture.
The foregoing opinion is qualified to the extent that the enforceability of
any document, instrument, or Note may be limited by or subject to the effects of
(i) bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer,
reorganization, or other similar laws relating to or affecting creditors' rights
generally, (ii) general principles of equity or public policy principals, and
(iii) the refusal of a particular court to grant equitable remedies, including
the specific performance and injunctive relief or a particular remedy sought
under the Indenture as opposed to another remedy provided for therein or
available at law or in equity.
We express no opinions concerning (i) the validity or enforceability of any
provisions contained in the Indenture or Notes that purport to waive or not give
effect to rights to notice, defenses, subrogation or other rights or benefits
that cannot be effectively waived under applicable law, (ii) the enforceability
of indemnification provisions to the extent that they purport to relate to
liabilities
resulting from or based on negligence or any violation of any federal or state
Securities laws, (iii) the enforceability of severability clauses, or (iv) the
enforceability of any provision in the Indenture or the Notes that purports to
waive liability for violation of securities laws.
The foregoing opinions are limited in all respects to the federal laws of
the United States of America, the General Corporation Law of the State of
Delaware, the Constitution of the State of Delaware, the case law construing
that Delaware laws and the laws of the State of New York. We do not express any
opinion as to the laws of any other jurisdiction.
This opinion letter may be filed as an exhibit to a Current Report on Form
8-K of the Company in connection with the offer and sale of the Notes by the
Company. In giving this consent, we do not admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Xxxxxx & Xxxx, L.L.P.
