Attached files
| file | filename |
|---|---|
| EX-4.1 - EIGHTH SUPPLEMENTAL INDENTURE - PFIZER INC | pf17591936-ex4_1.htm |
| EX-99.1 - PRESS RELEASE OF PFIZER DATED OCTOBER 30, 2009 - PFIZER INC | pf17591936-ex99_1.htm |
| 8-K - CURRENT REPORT - PFIZER INC | pf17591936-8k.htm |
EXHIBIT 5.1
[PFIZER
LETTERHEAD]
October
30, 2009
Pfizer
Inc.
235 East
42nd Street
New York,
New York 10017
Ladies
and Gentlemen:
I have
acted as counsel to Pfizer Inc., a Delaware corporation (the “Company”), in
connection with the preparation of the Consent Solicitation/Prospectus
Supplement, dated October 16, 2009 (the “Prospectus Supplement”), to the
Prospectus, dated March 30, 2007 (the “Prospectus”), relating to the
issuance by Pfizer of an unconditional and irrevocable guarantee, dated
October 30, 2009 (the “Pfizer Guarantee”) of the prompt payment, when due,
of any amount owed to the holders of the debt securities (the “Securities”) of
Wyeth, a Delaware corporation (“Wyeth”), issued under the indenture, dated
April 10, 1992, by and among Wyeth, as successor to American Home Products
Corporation, and The Bank of New York Mellon, as successor to Manufacturers
Hanover Trust Company, as trustee (the “Trustee”), as amended (the “Indenture”),
and any other amounts due pursuant to the Indenture. The Prospectus
is included in the Registration Statement on Form S-3 (Registration
No. 333-141729) filed by the Company with the Securities and Exchange
Commission (the “Commission”) on March 30, 2007 (being hereinafter called
the “Registration Statement”).
In
rendering the opinions set forth below, I have examined and relied upon, among
other things, (a) the Registration Statement, including the Prospectus and
Prospectus Supplement constituting a part thereof, (b) the Indenture,
(c) the form of Pfizer Guarantee incorporated by reference as Annex B
to the Prospectus Supplement and (d) originals, copies or specimens,
certified or otherwise identified to my satisfaction, of such certificates,
corporate and public records, agreements and instruments and other documents as
I have deemed appropriate as a basis for the opinions expressed
below. In such examination I have assumed the genuineness of all
signatures (other than those of the Company and Wyeth), the authenticity of all
documents, agreements and instruments submitted to me as originals, the
conformity to original documents, agreements and instruments of all documents,
agreements and instruments submitted to me as copies or specimens, the
authenticity of the originals of such documents, agreements and instruments
submitted to me as copies or specimens, and the accuracy of the matters set
forth in the documents, agreements and instruments I reviewed. I have
also assumed (other than with respect to the Company and Wyeth) that all
documents, agreements and instruments have been duly authorized, executed and
delivered by all parties thereto, that all such parties had the power and legal
right to execute and deliver all such documents, agreements and instruments, and
that such documents, agreements and instruments are valid, binding and
enforceable obligations of such parties. In addition, I have assumed
that the Pfizer Guarantee will be executed and delivered in substantially the
form in which it is filed as an Annex to the Prospectus Supplement.
Based
upon and subject to the qualifications set forth herein, I am of the opinion
that the Pfizer Guarantee has been duly authorized and executed by the Company
and, when the Pfizer Guarantee has been delivered by the Company in the manner
contemplated in the Prospectus and the Prospectus Supplement, the Pfizer
Guarantee will be a valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights
and to general equity principles, and will be validly issued and
outstanding.
I am a
member of the bar of the State of New York and express no opinion as to the laws
of any jurisdiction other than the State of New York, the State of Delaware and
the federal laws of the United States. To the extent that my opinion
expresses conclusions as to matters of Delaware law, it is limited to matters
arising under the Delaware General Corporation Law (Title 8 of the Delaware
Code).
I am
furnishing this opinion letter to you solely for your benefit in connection with
the transactions referred to herein. This opinion letter is not to be
relied upon, used, circulated, quoted or otherwise referred to by any person or
entity or for any other purpose without my prior written consent. I
undertake no obligation to update this opinion to reflect any change of
circumstances as might affect it at a later time. It is also
expressly understood, and by your acceptance hereof you acknowledge, that you
will look solely to the Company and its assets with respect to any claims under
this opinion.
I hereby
consent to the filing of this letter as an exhibit to the Registration Statement
and to the reference to me in the Prospectus Supplement constituting a part of
the Registration Statement under the caption “Legal Matters,” without admitting
that I am an “expert” within the meaning of the Securities Act of 1933, as
amended, or the rules and regulations of the Commission issued thereunder with
respect to any part of the Registration Statement, including this
exhibit.
| Very truly yours, | ||
| /s/ Gene A. Capello | ||
| Name: | Gene A. Capello | |
| Title: | Assistant General Counsel and Assistant Secretary | |