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file filename
8-K - ROPER TECHNOLOGIES INCcover8k.htm
EX-4 - FORM OF OFFICERS' CERTIFICATE - ROPER TECHNOLOGIES INCex_4-1.htm
 
Exhibit 5.1
 
 

 
New York
Menlo Park
Washington DC
London
Paris
Madrid
Tokyo
Beijing
Hong Kong
 
 
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, CA 94025
650 752 2000 tel
650 752 2111 fax
 
 

November 21, 2012


Roper Industries, Inc.
6901 Professional Parkway East
Suite 200
Sarasota, Florida 34240
 
Ladies and Gentlemen:
 
We have acted as special counsel for Roper Industries, Inc., a Delaware corporation (the "Company"), in connection with the Company's offering of $400,000,000 principal amount of its 1.850% Notes due 2017 and $500,000,000 principal amount of its 3.125% Notes due 2022 (collectively, the "Notes") in an underwritten public offering pursuant to an underwriting agreement dated November 15, 2012 (the "Underwriting Agreement") between the Company and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule 1 thereto (the "Underwriters"). The Notes are to be issued pursuant to an Indenture dated as of August 4, 2008 (the "Indenture") by and between the Company and Wells Fargo Bank, National Association, and an Officer's Certificate thereunder dated November 21, 2012.
 
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
 
In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vii) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
 
Based upon the foregoing, we advise you that, in our opinion, when the Notes have been executed and authenticated in accordance with the Indenture and delivered to and paid for by the Underwriters in accordance with the Underwriting Agreement, they will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Notes to the extent determined to constitute unearned interest.
 
In connection with the opinions expressed above, we have assumed that, at or prior to the time of the delivery of the Notes, the Indenture and the Notes are each valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company).

We are members of the Bars of the States of New York and California and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
 
We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
 
 
Very truly yours,
/s/ Davis Polk & Wardwell LLP