Attached files
file | filename |
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8-K - FORM 8-K - LOWES COMPANIES INC | g22916e8vk.htm |
EX-4.1 - EX-4.1 - LOWES COMPANIES INC | g22916exv4w1.htm |
EX-1.1 - EX-1.1 - LOWES COMPANIES INC | g22916exv1w1.htm |
Exhibit 5.1
April 15, 2010
Lowes Companies, Inc.
1000 Lowes Boulevard
Mooresville, North Carolina 28117
1000 Lowes Boulevard
Mooresville, North Carolina 28117
Ladies and Gentlemen:
We have acted as counsel to Lowes Companies, Inc., a North Carolina corporation (the
Company), in connection with the Companys offer and sale of $500,000,000 aggregate principal
amount of 4.625% Notes due April 15, 2020 (the 2020 Notes) and $500,000,000 aggregate principal
amount of 5.800% Notes due 2040 (the 2040 Notes and, together with the 2020 Notes, the Notes)
pursuant to the Registration Statement on Form S-3 (Reg. No. 333-161697) filed by the Company (the
Registration Statement) with the Securities and Exchange Commission (the SEC) under the
Securities Act of 1933, as amended (the Securities Act) and as described in the prospectus dated
September 2, 2009 (the Base Prospectus) and the prospectus supplement dated April 12, 2010 (the
Prospectus Supplement and, together with the Base Prospectus, the Prospectus). With your
permission, all assumptions and statements of reliance herein have been made without any
independent investigation or verification on our part except to the extent otherwise expressly
stated, and we express no opinion with respect to the accuracy of such assumptions or items relied
upon.
The Notes will be issued pursuant to and governed by an amended and restated indenture dated
as of December 1, 1995 (the Base Indenture) between the Company and The Bank of New York Mellon
Trust Company, N. A. (as successor trustee to Bank One, N.A.) (the Trustee) and the Sixth
Supplemental Indenture dated as of April 15, 2010 between the Company and the Trustee (the Sixth
Supplemental Indenture and, together with the Base Indenture, the Indenture).
In connection with this opinion, we have (i) investigated such questions of law, (ii) examined
originals or certified, conformed or reproduction copies of such agreements, instruments, documents
and records of the Company (including, without limitation, the Indenture), such certificates of
public officials and such other documents and (iii) received such information from officers and
representatives of the Company and others, in each case, as we have deemed necessary or appropriate
for the purposes of this opinion. In all such investigations and examinations, we have assumed the
legal capacity and competency of all natural persons executing documents and certificates submitted
to us, the genuineness of all signatures, the authenticity of original and certified documents
submitted to us, the conformity to original or certified documents of all copies submitted to us as
conformed or reproduction copies and that any certificate or document upon which we have relied and
which was given or dated earlier than the date of this letter continues to remain accurate, insofar
as relevant to the opinions contained herein, from such earlier date through and including the date
hereof. As to various questions of fact relevant to the opinions expressed herein, we have relied
upon, and assumed the accuracy
of statements contained in the Indenture and any other documents executed, delivered or
entered into in connection with the offering of the Notes and certificates and oral or written
statements and other information of or from public officials and officers and representatives of
the Company and others and assume compliance on the part of all parties to the Indenture with their
covenants and agreements contained therein. We have also assumed that (i) the Trustee had and
continues to have the power and authority to enter into and perform its obligations under the
Indenture, and to consummate the transactions contemplated thereby, (ii) the Supplemental Indenture
was duly authorized, executed and delivered by, and the Indenture constitutes a legal, valid and
binding obligation of the Trustee enforceable against the Trustee in accordance with its terms, and
that the Trustee will comply with all of its obligations under the Indenture, (iii) the Company
will comply with all applicable laws, (iv) the Registration Statement, and any amendments thereto
filed on or prior to the date hereof, are and remain effective, no stop order suspending the
effectiveness of the Registration Statement or preventing its use or the use of any prospectus or
prospectus supplement has been or will be issued and no proceedings for that purpose have been or
will be instituted or threatened by the SEC and (v) the Notes were issued and sold in compliance
with and in the manner described in the Prospectus and duly authenticated by the Trustee in the
manner provided in the Indenture.
Based upon the foregoing and subject to the limitations, qualifications and assumptions set
forth herein, we are of the opinion that the Notes were validly authorized and issued and are
binding obligations of the Company, enforceable against the Company in accordance with their terms.
The opinions set forth above are subject to the following:
(A) bankruptcy, insolvency, reorganization, moratorium and other laws (or related judicial
doctrines) now or hereafter in effect affecting creditors rights and remedies generally;
(B) general principles of equity (including, without limitation, standards of materiality,
good faith, fair dealing and reasonableness, equitable defenses and limits as to the
availability of equitable remedies), whether such principles are considered in a proceeding
in equity or at law; and
(C) the application of any applicable fraudulent conveyance, fraudulent transfer,
fraudulent obligation, or preferential transfer law or any law governing the distribution
of assets of any person now or hereafter in effect affecting creditors rights and remedies
generally.
The opinions expressed herein are limited to the laws of the States of New York and North
Carolina and the federal law of the United States, each as currently in effect, and no opinion is
expressed with respect to such laws as subsequently amended, or any other laws, or any effect that
such amended or other laws may have on the opinions expressed herein. The opinions expressed herein
are limited to the matters stated herein and no opinion is implied or may be inferred beyond the
matters expressly stated herein. The opinions expressed herein are given as of the date hereof, and
we undertake no obligation to advise you of any changes in applicable laws after the date hereof or
of any
facts that might change the opinions expressed herein that we may become aware of after the
date hereof or for any other reason.
We hereby consent to the filing of this opinion with the SEC and the incorporation by
reference of this opinion as an exhibit to the Registration Statement and to the references to this
firm under the caption Legal Matters in the Prospectus. In giving this consent, we do not hereby
admit that we are in the category of persons whose consent is required under the Securities Act or
the rules and regulations of the SEC promulgated thereunder.
Very truly yours,
/s/ Moore & Van Allen PLLC