Attached files
file | filename |
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8-K - FORM 8-K - EASTMAN CHEMICAL CO | g25464e8vk.htm |
EX-1.1 - EX-1.1 - EASTMAN CHEMICAL CO | g25464exv1w1.htm |
EX-4.1 - EX-4.1 - EASTMAN CHEMICAL CO | g25464exv4w1.htm |
EX-4.2 - EX-4.2 - EASTMAN CHEMICAL CO | g25464exv4w2.htm |
Exhibit 5.1
[JONES DAY LETTERHEAD]
December 10, 2010
Eastman Chemical Company
200 South Wilcox Drive
Kingsport, Tennessee 37662
200 South Wilcox Drive
Kingsport, Tennessee 37662
Re: | $250,000,000 Aggregate Principal Amount of 3% Notes due 2015 and $250,000,000 Aggregate Principal Amount of 4.5% Notes due 2021 of Eastman Chemical Company offered through Underwriters |
Ladies and Gentlemen:
We are acting as counsel for Eastman Chemical Company, a Delaware corporation (the Company),
in connection with the issuance and sale of (i) $250,000,000 aggregate principal amount of 3% Notes
due 2015 (the 2015 Notes) and (ii) $250,000,000 aggregate principal amount of 4.5% Notes due 2021
of the Company (the 2021 Notes; the 2015 Notes and the 2021 Notes are together referred to as the
Notes), pursuant to the Underwriting Agreement, dated as of December 1, 2010 (the Underwriting
Agreement), entered into by and among the Company and Citigroup Global Markets Inc., J.P. Morgan
Securities LLC and RBS Securities Inc., acting as representatives of the several underwriters named
therein (collectively, the Underwriters). The Notes will be issued pursuant to an indenture (the
Indenture) dated as of January 10, 1994 between the Company and The Bank of New York Mellon Trust
Company, N.A. (as successor to The Bank of New York), as trustee (the Trustee).
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 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 the
Trustee has authorized, executed and delivered the Indenture and the Indenture is the valid,
binding and enforceable obligation of the Trustee.
Eastman Chemical Company
December 10, 2010
Page 2
December 10, 2010
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 General
Corporation Law of the State of Delaware, including applicable provisions of the Delaware
Constitution and the reported judicial decisions interpreting such law, in each case as currently
in effect, and we express no opinion as to the effect of any other law of the State of Delaware or
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 (Registration No. 333-159259) (the Registration Statement), filed by the
Company to effect the registration of the 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, |
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/s/ Jones Day | ||||