Exhibit 5
Xxxxxx Xxxx LLP 0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
214.939.5500
000.000.0000 fax
xxxxxxxxxx.xxx
March 11, 2002
Wal-Mart Stores, Inc.
000 X.X. 0xx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to the Pricing Agreement, dated as of March 4, 2002
(the "Pricing Agreement"), between Wal-Mart Stores, Inc., a Delaware corporation
(the "Company"), and X.X. Xxxxxx Securities Inc. (and acknowledged by Wal-Mart
Cayman (Euro) Finance Co., a Cayman Islands exempted company, Wal-Mart Cayman
(Canadian) Finance Co., a Cayman Islands exempted company, Wal-Mart Cayman
(Sterling) Finance Co., a Cayman Islands exempted company (collectively, the
"Finance Subsidiaries")), 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 (the Underwriting Agreement and the Pricing Agreement
are collectively referred to herein 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 March 4, 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 4.15% Notes Due 2005 (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
Wal-Mart Stores, Inc.
March 11, 2002
Page 2
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 Restated 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.
Wal-Mart Stores, Inc.
March 11, 2002
Page 3
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
principles, and (iii) the refusal of a particular court to grant equitable
remedies, including 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 the 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 laws of the State of New York, and the laws of the State of Texas.
We do not express any opinion as to the laws of any other jurisdiction. For
purposes of expressing the opinions set forth herein, we have assumed that the
laws of the State of New York are identical to the laws of the State of Texas.
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.
