Attached files
file | filename |
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8-K - FORM 8-K - LORILLARD, LLC | g27788k2e8vk.htm |
EX-4.2 - EX-4.2 - LORILLARD, LLC | g27788k2exv4w2.htm |
EX-1.1 - EX-1.1 - LORILLARD, LLC | g27788k2exv1w1.htm |
Exhibit 5.1
[Cahill Gordon & Reindel llp Letterhead]
212-701-3000
Lorillard, Inc.
Lorillard Tobacco Company
714 Green Valley Road
Greensboro, North Carolina 27408-7018
Lorillard Tobacco Company
714 Green Valley Road
Greensboro, North Carolina 27408-7018
August 4, 2011
Re: | Lorillard, Inc. Lorillard Tobacco Company Registration Statement on Form S-3 (Nos. 333-159902 and 333-159902-01) |
Ladies and Gentlemen:
We have acted as special counsel to Lorillard Tobacco Company (the Issuer) and
Lorillard, Inc. (the Guarantor) in connection with the registration statement on Form S-3
(File Nos. 333-159902 and 333-159902-01) (the Registration Statement) and the prospectus
supplement dated August 1, 2011 (the Prospectus Supplement) relating to $500,000,000
aggregate principal amount of the Issuers 3.500% Senior Notes due August 4, 2016 (the 2016
Senior Notes) and $250,000,000 aggregate principal amount of the Issuers 7.000% Senior Notes
due August 4, 2041 (the 2041 Senior Notes, and together with the 2016 Senior Notes, the
Notes) issued on the date hereof. The Notes are to be issued pursuant to an indenture
(the Indenture) dated as of June 23, 2009 among the Company, the Guarantor and The Bank
of New York Mellon Trust Company, N.A., as Trustee (the Trustee), as supplemented by the
third supplemental indenture (the Third Supplemental Indenture) dated August 4, 2011.
In rendering the opinion set forth herein, we have examined originals, photocopies or
conformed copies of certain records of the Issuer and the Guarantor, certain agreements,
certificates of public officials, certificates of officers and representatives of the Issuer and
the Guarantor and certain other documents. In such examinations, we have assumed the genuineness
of all signatures on original documents and the conformity to the originals of all copies submitted
to us as conformed or photocopied.
Based on the foregoing, we advise you that in our opinion:
1. The Notes have been duly issued and delivered and, assuming the due execution and delivery
of the Indenture and the Third Supplemental Indenture by the Trustee and the due authentication of
the Notes by the Trustee, are valid and binding obligations of the Issuer, enforceable against the
Issuer in accordance with their terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer or similar laws affecting creditors
rights generally and by general principles of equity.
2. The Guarantees have been duly issued and delivered and, assuming the due execution and
delivery of the Indenture and the Third Supplemental Indenture by the Trustee and the due
authentication of the Notes by the Trustee, are valid and binding obligation of the Guarantor,
enforceable against the Guarantor in accordance with their terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer or similar
laws affecting creditors rights generally and by general principles of equity.
We are members of the bar of the State of New York, and in rendering this opinion we express
no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the
General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an Exhibit to the Form 8-K filed by the
Issuer and the Guarantor in connection with the issuance of the Notes. Such consent does not
constitute a consent under Section 7 of the Securities Act of 1933, and by giving such consent we
have not certified any part of the Registration Statement or the Prospectus Supplement and do not
otherwise admit that we are within the categories of persons whose consent is required under said
Section 7 or under the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours, |
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/s/ Cahill Gordon & Reindel llp |
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