Fulbright & Jaworski L.L.P. A Registered Limited Liability Partnership Fulbright Tower 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 www.fulbright.com
EXHIBIT 5.1
Fulbright & Xxxxxxxx L.L.P.
A Registered Limited Liability Partnership
Fulbright Tower
0000 XxXxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
xxx.xxxxxxxxx.xxx
A Registered Limited Liability Partnership
Fulbright Tower
0000 XxXxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
xxx.xxxxxxxxx.xxx
TELEPHONE:
(000) 000-0000
FACSIMILE: (000) 000-0000
June 13, 2007
Xxxxxx Industries, Ltd.
Xxxxxx B-Line, Inc
Xxxxxx Bussmann, Inc
Xxxxxx Xxxxxx-Xxxxx, LLC
Xxxxxx Lighting, Inc.
Xxxxxx Power Systems, Inc
Xxxxxx Wiring Devices, Inc.
Xxxxxx US, Inc.
c/o Cooper Industries, Ltd.
000 Xxxxxx
Xxxxxxx, Xxxxx 00000
Xxxxxx B-Line, Inc
Xxxxxx Bussmann, Inc
Xxxxxx Xxxxxx-Xxxxx, LLC
Xxxxxx Lighting, Inc.
Xxxxxx Power Systems, Inc
Xxxxxx Wiring Devices, Inc.
Xxxxxx US, Inc.
c/o Cooper Industries, Ltd.
000 Xxxxxx
Xxxxxxx, Xxxxx 00000
Ladies and Gentlemen:
We have acted as special United States counsel to Xxxxxx Industries, Ltd., a Bermuda company
(“Cooper Parent”) and Xxxxxx US, Inc., a Delaware corporation (“Xxxxxx US”), with respect to
certain legal matters in connection with the registration under the Securities Act of 1933, as
amended (the “Securities Act”), of the offer and sale from time to time of debt securities in one
or more series (the “Debt Securities”) by Xxxxxx US pursuant to Rule 415 under the Securities Act
and the related guarantees of the Securities (the “Guarantees”) by Cooper Parent, Cooper B-Line,
Inc., Xxxxxx Bussmann, Inc., Cooper Xxxxxx-Xxxxx, LLC, Xxxxxx Lighting, Inc., Cooper Power Systems,
Inc. and Xxxxxx Wiring Devices, Inc. (the “Guarantors”) on terms to be determined at the time of
the offering. The Debt Securities and Guarantees are collectively referred to herein as the
“Securities.”
We also have participated in the preparation of the Prospectus (the “Prospectus”) contained in
the Registration Statement on Form S-3 (the “Registration Statement”) to which this opinion is an
exhibit. The Securities will be offered in amounts, at prices and on terms to be determined in
light of market conditions at the time of sale and to be set forth in supplements (each a
“Prospectus Supplement”) to the Prospectus contained in the Registration Statement. Capitalized
terms not defined herein shall have the meanings ascribed to them in the Prospectus.
In rendering the opinions set forth below, we have examined and relied upon (i) the
Registration Statement, including the Prospectus; (ii) the certificate of incorporation and bylaws
of Xxxxxx US; (iii) the form of indenture filed as an exhibit to the Registration Statement and
(iv) such certificates, statutes and other instruments and documents as we consider appropriate
Houston • New York • Washington DC • Austin • Dallas • Denver • Los Angeles • Minneapolis • San Antonio • St. Louis
Beijing • Dubai • Hong Kong • London • Munich • Riyadh
Beijing • Dubai • Hong Kong • London • Munich • Riyadh
for purposes of the opinions hereafter expressed. In addition, we reviewed such questions of
law, as we considered appropriate.
In connection with rendering the opinions set forth below, we have assumed that (i) all
information contained in all documents reviewed by us is true and correct; (ii) all signatures on
all documents examined by us are genuine; (iii) all documents submitted to us as originals are
authentic and all documents submitted to us as copies conform to the originals of those documents;
(iv) the Registration Statement, and any amendments thereto (including post-effective amendments),
will have become effective; (v) a Prospectus Supplement will have been prepared and filed with the
Commission describing the Securities offered thereby; (vi) all Securities will be offered and sold
in compliance with applicable federal and state securities laws and in the manner specified in the
Registration Statement and the applicable Prospectus Supplement; (vii) the indenture and any
supplemental indenture relating to the Securities will be duly authorized, executed and delivered
by the parties thereto; (viii) each person signing the indenture and any supplemental indenture
will have the legal capacity and authority to do so; and (ix) a definitive purchase, underwriting
or similar agreement with respect to any Securities offered will have been duly authorized and
validly executed and delivered by Xxxxxx US and the other parties thereto.
Based on the foregoing, and subject to the assumptions, qualifications, limitations, and
exceptions set forth herein, we are of the opinion that:
1. With respect to the Debt Securities, when (i) the applicable indenture and any supplemental
indenture relating to the Debt Securities have been duly qualified under the Trust Indenture Act of
1939, as amended; (ii) Xxxxxx US has taken all necessary action to approve the issuance and terms
of such Securities; (iii) the terms of such Debt Securities and of their issuance and sale have
been duly established in conformity with the applicable indenture and any supplemental indenture so
as not to violate any applicable law or result in a default under or breach of any agreement or
instrument binding upon Xxxxxx US and so as to comply with any requirements or restrictions imposed
by any court or governmental body having jurisdiction over Xxxxxx US, and (iv) such Debt Securities
have been duly executed and authenticated in accordance with the provisions of the applicable
indenture and any supplemental indenture and issued and sold as contemplated in the Registration
Statement and upon payment of the consideration as provided for in the applicable definitive
purchase, underwriting or similar agreement approved by Xxxxxx US, such Debt Securities will be
legally issued and will constitute valid and legally binding obligations of Xxxxxx US, enforceable
against Xxxxxx US in accordance with their terms.
2. With respect to the Guarantees, when (a) the Guarantees by the Subsidiary Guarantors of the
Debt Securities have been duly executed in accordance with the provisions of the applicable
indenture and any supplemental indenture and (b) such Guarantees have been delivered as
contemplated in the Registration Statement, the Prospectus and the applicable Prospectus
Supplement, such Guarantees will constitute valid and binding obligations of the Subsidiary
Guarantors and will be entitled to the benefits of the applicable indenture and any supplemental
indenture.
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Each of the opinions above is subject to any applicable bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and
similar laws relating to or affecting creditors’ rights generally and to general equitable
principles (regardless of whether enforcement is sought in a proceeding in equity or at law)
We express no opinions concerning (a) the validity or enforceability of any provisions
contained in the indenture or any supplemental indenture that purport to waive or not give effect
to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively
waived under applicable law or (b) the enforceability of indemnification provisions to the extent
they purport to relate to liabilities resulting from or based upon negligence or any violation of
federal or state securities or blue sky laws.
The foregoing opinions are limited to the laws of the State of New York, the General
Corporation Law of the State of Delaware (including the applicable provisions of the Delaware
Constitution and the reported judicial decisions interpreting these laws) and the federal laws of
the United States of America.
We hereby consent to the references to this firm under the caption “Legal Matters” in the
Prospectus and to the filing of this opinion as an exhibit to the Registration Statement. By giving
such consent, we do not admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the rules and regulations thereunder.
Very truly yours, |
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/s/ FULBRIGHT & XXXXXXXX L.L.P. | ||||
Fulbright & Xxxxxxxx L.L.P. | ||||
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