Attached files
Exhibit 5.1
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HUNTON & WILLIAMS LLP 200 PARK AVENUE NEW YORK, NEW YORK 10166-0005
TEL 212 309 1000 FAX 212 309 1100 | |||
May 5, 2011 |
FILE NO: 54587.163 |
Altria Group, Inc.
Philip Morris USA Inc.
6601 West Broad Street
Richmond, Virginia 23230
Re: Legality of Securities Issued under Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Altria Group, Inc., a Virginia corporation (the Company), and Philip Morris USA Inc., a Virginia corporation and a wholly-owned subsidiary of the Company (the Guarantor), in connection with (1) the registration of an indeterminate amount of debt securities of the Company (the Debt Securities), guarantees of the Debt Securities by the Guarantor and warrants to purchase Debt Securities, as set forth in the Registration Statement on Form S-3 (Registration No. 333-155009) (the Registration Statement) filed by the Company and the Guarantor on November 4, 2008 with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended (the Act), and (2) the Companys offering and sale of $1,500,000,000 aggregate principal amount of its 4.750% Notes due 2021 (the Notes). The Notes are fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest by the Guarantor (the Guarantee).
The Notes are being offered and sold as described in the prospectus, dated November 4, 2008, contained in the Registration Statement, and the prospectus supplement thereto, dated May 2, 2011 (collectively, the Prospectus). The Notes have been issued pursuant to an indenture (the Indenture), dated as of November 4, 2008, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the Trustee). The Guarantee has been issued pursuant to the Indenture as evidenced by a guarantee agreement (the Guarantee Agreement) made by the Guarantor in favor of the Trustee.
This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have examined originals or reproductions or certified copies of such records of the Company and the Guarantor, certificates of officers of the Company and the Guarantor and of
ATLANTA AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELES
MCLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO WASHINGTON
www.hunton.com
Altria Group, Inc.
Philip Morris USA Inc.
May 5, 2011
Page 2
public officials and such other documents as we have deemed necessary for the purpose of rendering this opinion, including, among other things:
(i) | the Articles of Amendment to the Restated Articles of Incorporation of the Company and the Restated Articles of Incorporation of the Company; |
(ii) | the By-laws, as amended, of the Company; |
(iii) | the Articles of Amendment to the Amended and Restated Articles of Incorporation of the Guarantor and the Amended and Restated Articles of Incorporation of the Guarantor; |
(iv) | the Amended and Restated By-laws of the Guarantor; |
(v) | the resolutions of the Board of Directors of the Company authorizing the registration and the issuance and sale of the Notes; |
(vi) | the resolutions of the Board of Directors of the Guarantor authorizing the registration and the issuance of the Guarantee; |
(vii) | the Registration Statement and the Prospectus and the documents incorporated therein by reference; |
(viii) | the Indenture; |
(ix) | copies of the global notes representing the Notes; and |
(x) | a copy of the Guarantee Agreement. |
For purposes of the opinions expressed below, we have assumed: (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to the originals of all documents submitted to us as certified photostatic or electronic copies and the authenticity of the originals of such documents; (iii) the legal capacity of natural persons; (iv) the genuineness of all signatures; and (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the due authorization, execution and delivery of documents by the Company and the Guarantor and the validity, binding effect and enforceability thereof upon the Company and the Guarantor).
Altria Group, Inc.
Philip Morris USA Inc.
May 5, 2011
Page 3
We do not purport to express an opinion on any laws other than those of the Commonwealth of Virginia, the State of New York and the federal laws of the United States of America.
Based upon the foregoing and subject to the qualifications set forth below, we are of the opinion that:
1. The Notes are valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture.
2. The Guarantee is a valid, binding and enforceable obligation of the Guarantor.
The opinions set forth above are subject to the qualification that the validity and enforcement of the Companys obligations under the Indenture and the Notes and the Guarantors obligations under the Guarantee and the underlying Guarantee Agreement may be subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws now or hereafter in effect relating to or affecting creditors rights generally, (ii) general principles of equity (whether considered in a proceeding at law or in equity) and (iii) concepts of materiality, unconscionability, reasonableness, impracticability or impossibility of performance and any implied covenant of good faith and fair dealing.
We hereby consent to (a) the filing of this opinion with the Commission as an exhibit to the Companys Current Report on Form 8-K filed on the date hereof, (b) the incorporation by reference of this opinion into the Registration Statement and (c) the reference to our firm under the heading Legal Matters in the Registration Statement and the Prospectus. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Altria Group, Inc.
Philip Morris USA Inc.
May 5, 2011
Page 4
This opinion is limited to the matters stated in this letter, and no opinions may be implied or inferred beyond the matters expressly stated in this letter. This opinion is given as of the date hereof and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in the law, including judicial or administrative interpretations thereof, that occur which could affect the opinions contained herein.
Very truly yours, |
/s/ Hunton & Williams LLP |