Attached files
file | filename |
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8-K - FORM 8-K - SHERWIN WILLIAMS CO | l38301e8vk.htm |
EX-1.1 - EX-1.1 - SHERWIN WILLIAMS CO | l38301exv1w1.htm |
Exhibit 5.1
JONES DAY
NORTH POINT 901 LAKESIDE AVENUE CLEVELAND, OHIO 44114-1190
TELEPHONE: (216) 586-3939 FACSIMILE: (216) 579-0212
TELEPHONE: (216) 586-3939 FACSIMILE: (216) 579-0212
December 17, 2009
The Sherwin-Williams Company
101 West Prospect Avenue, N.W.
Cleveland, Ohio 44115-1075
101 West Prospect Avenue, N.W.
Cleveland, Ohio 44115-1075
Re: | $500,000,000 Aggregate Principal Amount of 3.125% Senior Notes due 2014 of The Sherwin-Williams Company offered through Underwriters |
Ladies and Gentlemen:
We are acting as counsel for The Sherwin-Williams Company, an Ohio corporation
(the Company), in connection with the issuance and sale of $500,000,000 aggregate principal
amount of 3.125% Senior Notes due 2014 of the Company (the Senior Notes), pursuant to the
Underwriting Agreement, dated as of December 16, 2009 (the Underwriting Agreement), by and among
the Company and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., acting as
representatives of the several underwriters named therein (collectively, the Underwriters). The
Senior Notes will be issued pursuant to an indenture (the Base Indenture), dated as of February
1, 1996, by and between the Company and The Bank of New York Mellon (as successor to Chemical
Bank), as trustee (the Trustee), as amended and supplemented by the first supplemental indenture
(the First Supplemental Indenture) to be entered into between the Company and the Trustee (the
Base Indenture, as so amended and supplemented by the First Supplemental Indenture,
the Indenture).
In connection with the opinion expressed herein, we have examined such documents, records and
matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the
foregoing, and subject to the further limitations, qualifications and assumptions set forth herein,
we are of the opinion that the Senior Notes, when they are executed by the Company and
authenticated by the Trustee in accordance with the Indenture and issued and delivered to the
Underwriters against payment therefor in accordance with the terms of the Underwriting Agreement,
will constitute valid and binding obligations of the Company.
For purposes of the opinion expressed herein, we have assumed that (i) the definitive terms of
the Senior Notes will be established in accordance with the provisions of the Indenture and
(ii) the Trustee has authorized, executed and delivered the Indenture and the Indenture is the
valid, binding and enforceable obligation of the Trustee.
JONES DAY
The Sherwin-Williams Company
December 17, 2009
Page 2
December 17, 2009
Page 2
The opinion expressed herein is limited by bankruptcy, insolvency, reorganization, fraudulent
transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and
related regulations and judicial doctrines from time to time in effect relating to or affecting
creditors rights generally, and by general equitable principles and public policy considerations,
whether such principles and considerations are considered in a proceeding at law or at equity.
The opinion expressed herein is limited to the laws of the State of New York and the laws of
the State of Ohio, as currently in effect, and we express no opinion as to the effect of the laws
of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form
8-K dated the date hereof filed by the Company and incorporated by reference into the Registration
Statement on Form S-3, as amended (Registration No. 333-163747) (the Registration Statement),
filed by the Company to effect the registration of the Senior Notes under the Securities Act of
1933 (the Act) and to the reference to Jones Day under the caption Legal matters in the
prospectus constituting a part of such Registration Statement. In giving such consent, we do not
thereby 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 Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ Jones Day