TELEPHONE: (713) 651-5151 FACSIMILE: (713) 651-5246
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 15, 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”), in connection with the
proposed offering by Xxxxxx US of $300,000,000 aggregate principal amount of Xxxxxx US’s 6.10%
Senior Notes due 2017 (the “Notes”) to be fully and unconditionally guaranteed by Cooper Parent,
Xxxxxx B-Line, Inc., a Delaware corporation, Xxxxxx Bussmann, Inc., a Delaware corporation, Cooper
Xxxxxx-Xxxxx, LLC, a Delaware limited liability company, Xxxxxx Lighting, Inc., a Delaware
corporation, Xxxxxx Power Systems, Inc., a Delaware corporation, and Xxxxxx Wiring Devices, Inc., a
New York corporation (collectively, the “Subsidiary Guarantors” and with Cooper Parent, the
“Guarantors”) pursuant to guarantees (the “Guarantees”). The Notes are to be issued pursuant to an
Indenture dated June 18, 2007, as amended by the First Supplemental Indenture (as so amended and
supplemented, the “Indenture”) among Cooper Parent, Xxxxxx US, the subsidiary guarantors named
therein and Deutsche Bank Trust Company Americas, as trustee, which establishes the forms and terms
of the Notes pursuant to the Indenture. We refer to the Registration Statement on Form S-3
(Registration No. 333-143688) (the “Registration Statement”), filed with the Securities and
Exchange Commission (the “Commission”) by Xxxxxx US and the Guarantors on June 13, 2007, including
the base prospectus contained therein, and the prospectus supplement (the “Prospectus Supplement”)
filed with the Commission on June 14, 2007, relating to the offering of the Notes.
We have examined such corporate records, documents and questions of law as we have deemed
necessary or appropriate for the purposes of this opinion. In such examinations, we have
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
assumed the genuineness of signatures and the conformity to the originals of the documents
supplied to us as copies. As to various questions of fact material to this opinion, we have relied
upon statements and certificates of officers and representatives. Without limiting the foregoing,
we have examined the Underwriting Agreement, dated June 13, 2007, among Cooper Parent, Xxxxxx US,
the subsidiary guarantors named therein, Banc of America Securities LLC, Wachovia Capital Markets,
LLC and the other underwriters(the “Underwriters”) named therein (the “Underwriting Agreement”).
In connection with rendering the opinions set forth below, we have assumed that the indenture and
any supplemental indenture relating to the Securities will be duly authorized, executed and
delivered by the parties thereto and each person signing the Indenture will have the legal capacity
and authority to do so.
Based upon the foregoing, and subject to the limitations, qualifications, assumptions and
exceptions stated herein, we are of the opinion that:
(i) The Notes have been duly authorized and, when executed and authenticated in accordance
with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to
the Underwriting Agreement, will, under the laws of the State of New York, constitute legal and
binding obligations of Xxxxxx US; and
(ii) Assuming the Company has the necessary corporate right, power and authority to execute
and deliver, and perform its obligations under, the Indenture, the Guarantees will, under the laws
of the State of New York, constitute legal and binding obligations of each of the Guarantors.
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).
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 Supplement 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,
/s/ FULBRIGHT & XXXXXXXX L.L.P.
Fulbright & Xxxxxxxx L.L.P.