Attached files
| file | filename |
|---|---|
| EX-1.1 - EX-1.1 - BECTON DICKINSON & CO | y93355exv1w1.htm |
| EX-4.2 - EX-4.2 - BECTON DICKINSON & CO | y93355exv4w2.htm |
| EX-4.1 - EX-4.1 - BECTON DICKINSON & CO | y93355exv4w1.htm |
| EX-5.1 - EX-5.1 - BECTON DICKINSON & CO | y93355exv5w1.htm |
| 8-K - FORM 8-K - BECTON DICKINSON & CO | y93355e8vk.htm |
Exhibit 5.2
November 8, 2011
Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, NJ 07417-1880
1 Becton Drive
Franklin Lakes, NJ 07417-1880
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of Becton, Dickinson and Company, a New Jersey
corporation (the “Company”), and have been requested to furnish this opinion in connection with the
Registration Statement on Form S-3 (Registration No. 159102) (the “Registration Statement”) filed
by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended (the “Act”), relating to the issuance by the Company of its 1.750% Notes
due November 8, 2016 (the “2016 Notes”) and its 3.125% Notes due November 8, 2021 (the “2021
Notes”; the 2016 Notes and 2021 Notes are referred to collectively herein as the “Notes”). The
Notes are being offered and sold pursuant to a Prospectus, dated May 8, 2009, as supplemented by
the Prospectus Supplement, dated November 3, 2011 (together, the “Prospectus”), filed with the
Commission on November 4, 2011 pursuant to Rule 424(b)(2) under the Act, and an Underwriting
Agreement dated November 3, 2011 (the “Underwriting Agreement”) between the Company and the several
underwriters named therein.
In connection with the furnishing of this opinion, I have examined (a) copies of the
Registration Statement and of the Prospectus, and (b) a copy of the Indenture, dated as of March 1,
1997, between the Company and The Bank of New York Mellon Trust Company, N.A. (successor to JP
Morgan Chase Bank), as Trustee (the “Indenture”).
I also have examined such corporate records of the Company, such agreements and instruments,
such certificates of public officials, such certificates of other officers of the Company and other
persons, such questions of law and such other documents as I have deemed necessary as a basis for
the opinions hereinafter expressed.
In such examination, except with respect to documents executed by officers of the Company in
my presence, I have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as duplicates or certified or conformed copies and the
authenticity of the originals of such latter documents. I also have assumed that the Indenture is
the valid and legally binding obligation of the Trustee.
Based on the foregoing, I am of the opinion that:
| (i) | The Indenture has been duly authorized, executed and delivered by the Company. |
| (ii) | The issue and sale of the Notes and the compliance by the Company with all of the provisions of the Notes and the Indenture, and the consummation of the transactions therein contemplated, will not conflict with or result in a breach or violation of any statute or any order, rule or regulation known to me of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties. |
I am a member of the Bar of the State of New York, and attorneys under my supervision upon
whom I am relying are members of the Bar of the State of New Jersey. The foregoing opinion is
limited to the laws of the State of New York, the federal laws of the United States of America and
the Business Corporation Act of the State of New Jersey.
I hereby consent to the filing of this opinion as Exhibit 5.2 to the Company’s Current Report
on Form 8-K filed on November 8, 2011. In addition, I consent to the reference to me under the
caption “Validity of Securities” in the prospectus.
This opinion is rendered solely to you in connection with the above matter. This opinion
may not be relied upon by you for any other purpose or relied upon by or furnished to any other
person without my prior written consent.
| Very truly yours, |
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| /s/ Jeffrey Sherman | ||||
| Jeffrey Sherman | ||||
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