Attached files
file | filename |
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8-K - FORM 8-K - Life Technologies Corp | a58129e8vk.htm |
EX-4.2 - EX-4.2 - Life Technologies Corp | a58129exv4w2.htm |
EX-1.1 - EX-1.1 - Life Technologies Corp | a58129exv1w1.htm |
Exhibit 5.1
DLA Piper LLP (US) | ||
1251 Avenue of the Americas | ||
New York, New York 10020 | ||
www.dlapiper.com | ||
T 212.335.4500 | ||
F 212.335.4501 |
December 14, 2010
Life Technologies Corporation
5791 Van Allen Way
Carlsbad, California 92008
5791 Van Allen Way
Carlsbad, California 92008
Re: Registration Statement on Form S-3 (Registration No. 333-164823); $400,000,000 3.50%
Senior Notes due 2016 and $400,000,000 5.00% Senior Notes due 2021
Ladies and Gentlemen:
We have acted as special counsel to Life Technologies Corporation, a Delaware corporation (the
Company), in connection with (i) the issuance of $400,000,000 aggregate principal amount
of the Companys 3.50% Senior Notes due 2016 (the 2016 Notes) and $400,000,000 aggregate
principal amount of the Companys 5.00% Senior Notes due 2021 (the 2021 Notes and,
together with the 2016 Notes, the Notes), under the Indenture, dated as of February 19,
2010 (the Base Indenture) between the Company and U.S. Bank National Association, as
trustee (the Trustee), pursuant to a second supplemental indenture to the Base Indenture,
dated as of December 14, 2010 (together with the Base Indenture, the Indenture); (ii) the
Companys automatic shelf registration statement on Form S-3 (Registration No. 333-164823) (such
automatic shelf registration statement, including the documents incorporated by reference therein
and the information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B
under the Securities Act of 1933 (the Securities Act), the Registration
Statement) filed with the Securities and Exchange Commission (the Commission) on
February 10, 2010; (iii) a base prospectus, dated February 10, 2010, included in the Registration
Statement at the time it originally became effective (the Prospectus) and a final
prospectus supplement, dated December 9, 2010, filed with the Commission pursuant to Rule 424(b)
under the Securities Act on December 10, 2010 (the Prospectus Supplement); and (iv) the
Underwriting Agreement dated December 9, 2010 (the Underwriting Agreement), by and
between the Company and Merill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc.
as representatives of the several underwriters named in Schedule A thereto (the
Underwriters). This opinion is being furnished in connection with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with our representation of the Company, we are familiar with the proceedings
taken and proposed to be taken by the Company in connection with the authorization and issuance of
the Notes, and, for the purposes of this opinion, have assumed such proceedings will be timely
completed in the manner presently proposed. In addition, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records, certificates of officers and
representatives of the Company and instruments, and we have made such inquiries of such officers
and representatives of the Company, as we have deemed necessary or appropriate as a basis for our
opinion. In our examination, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. With your consent, we have
relied upon the foregoing and upon certificates and other assurances of officers of the Company and
others as to factual matters without having independently verified such factual matters.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of
the date hereof:
1. When the Notes have been duly issued in accordance with the Indenture, duly
authenticated by the Trustee and duly executed and delivered on behalf of the Company against
payment therefor in accordance with the terms and provisions of the Indenture and as contemplated
by the Underwriting Agreement and assuming that (a) the terms of the Notes as executed and
delivered are as described in the Registration Statement, the Prospectus and the related Prospectus
Supplement, (b) the Notes as executed and delivered do not violate any law applicable to the
Company or result in a default under or breach of any agreement or instrument binding upon the
Company, (c) the Notes as executed and delivered comply with all requirements and restrictions,
applicable to the Company, whether imposed by any court or governmental or regulatory body having
jurisdiction over the Company or otherwise, and (d) the Notes are issued and sold as contemplated
in the Registration Statement, the Prospectus and the related Prospectus Supplement, the Notes will
constitute legally valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms.
The opinion expressed above is limited by, subject to and based on the assumptions, limitation
and qualifications set forth below:
(a) The validity and binding effect of the Notes may be limited or affected by bankruptcy,
reorganization, insolvency, fraudulent conveyance, moratorium or other similar laws relating to or
affecting creditors rights generally and by general equitable principles (regardless of whether
such validity and binding effect are considered in a proceeding in equity or at law), and may be
limited by applicable laws or policies underlying such laws.
(b) The foregoing opinion is limited to the federal laws of the United States and the laws of
the State of New York as in effect on the date hereof and the facts as they currently exist. We
render no opinion herein as to matters involving the laws of any other jurisdiction. In rendering
this opinion, we assume no obligation to revise or supplement this opinion should current laws, or
interpretations thereof, be changed.
(c) To the extent that the obligations of the Company under the Notes may be dependent upon
such matters, we assume for purposes of this opinion that the Trustee is duly organized, validity
existing and in good standing under the laws of its jurisdiction of organization; that the Trustee
is duly qualified to engage in the activities contemplated by the Indenture; that the Indenture has
been duly authorized, executed and delivered by the Trustee and constitutes the legally valid and
binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms;
that the Trustee is in compliance, generally and with respect to acting as a trustee under the
Indenture, with all applicable laws and regulations; and that the Trustee has the requisite
organizational and legal power and authority to execute and deliver and to perform its obligations
under the Indenture.
In addition, we express no opinion with respect to (i) whether acceleration of the Notes may
affect the collectibility of that portion of the stated principal amount thereof that might be
determined to constitute unearned interest thereon, (ii) compliance with laws relating to
permissible rates of interest, (iii) the creation, validity, perfection or priority of any security
interest, mortgage, or lien, or (iv) any provision to the extent it requires any party to indemnify
any other person against loss in obtaining the currency due following a court judgment in another
currency.
We have not been requested to express and, with your consent, do not render any opinion as to
the applicability to the obligations of the Company under the Indenture or the Notes of Sections
547 and 548 of the United States Bankruptcy Code or applicable state law relating to preferences
and fraudulent transfers and obligations.
This opinion is for your benefit in connection with the Registration Statement and may be
relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of
the Act. We consent to your filing this opinion as an exhibit to the Companys Current Report on
Form 8-K, dated December 9, 2010 and to the reference to our firm contained in the Prospectus and
the Prospectus
Supplement under the heading Legal Matters. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of the Act or the rules
and regulations of the Commission thereunder.
Very truly yours,
/s/
DLA Piper LLP (US)