Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - LOWES COMPANIES INC | form8k09162015.htm |
| EX-4.1 - TWELFTH SUPPLEMENTAL INDENTURE, DATED AS OF SEPTEMBER 16, 2015 - LOWES COMPANIES INC | exhibit41.htm |
Exhibit 5.1
September 16, 2015 |  | |
Lowe’s Companies, Inc. 1000 Lowe’s Boulevard Mooresville, North Carolina 28117 | ||
Ladies and Gentlemen:
We have acted as counsel to Lowe’s Companies, Inc., a North Carolina corporation (the “Company”), in connection with the Company’s offer and sale of $250,000,000 aggregate principal amount of Floating Rate Notes due September 14, 2018 (the “Floating Rate Notes”), $750,000,000 aggregate principal amount of 3.375% Notes due September 15, 2025 (the “2025 Fixed Rate Notes”) and $750,000,000 aggregate principal amount of 4.375% Notes due September 15, 2045 (the “2045 Fixed Rate Notes” and, together with the Floating Rate Notes and the 2025 Fixed Rate Notes, the “Notes”) pursuant to the registration statement on Form S-3 (Registration No. 333-206537) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and as described in the prospectus, dated August 24, 2015 (the “Base Prospectus”), and the prospectus supplement, dated September 9, 2015 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”). The Company agreed to sell the Notes to a group of underwriters pursuant to an underwriting agreement, dated September 9, 2015 (the “Underwriting Agreement”), among the Company and the representatives of the several underwriters named therein.
The Notes are governed by and were issued pursuant to the terms of an amended and restated indenture, dated December 1, 1995 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor trustee) (the “Trustee”), as supplemented by a twelfth supplemental indenture, dated September 16, 2015, between the Company and the Trustee (the “Twelfth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed or reproduction copies of such agreements, instruments, documents and records of the Company (including, without limitation, the Underwriting Agreement, the Indenture, the global certificates evidencing the Notes in the form delivered by the Company to, and authenticated by, the Trustee, resolutions of the Board of Directors adopted on March 20, 2015, the action of pricing committee, dated September 9, 2015, and the Company’s Restated Charter and Bylaws, as amended and restated, each as certified by an Assistant Secretary of the Company as of the date hereof), such certificates of public officials and such other documents and (iii) received such information from officers and representatives of the Company and others, in each case, as we have deemed necessary or appropriate for the purposes of the opinions hereafter expressed. In all such investigations and examinations, we have assumed the legal capacity and competency of all natural persons executing documents and certificates submitted to us, the genuineness of all signatures, the authenticity of original and certified documents submitted to us, the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies and that any certificate or document upon which we have relied and which was given or dated earlier than the date of this letter continues to remain accurate, insofar as relevant to the opinions contained herein, from such earlier date through and including the date hereof.
Lowe’s Companies, Inc.
September 16, 2015
Page 2
As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assumed the accuracy and completeness of, statements contained in the Indenture and any other documents executed, delivered or entered into in connection with the offering of the Notes and certificates and oral or written statements and other information of or from public officials and officers and representatives of the Company and others and assumed compliance on the part of all parties to the Indenture with their covenants and agreements contained therein. We have also assumed that (i) the Trustee had and continues to have the power and authority to enter into and perform its obligations under the Indenture, and to consummate the transactions contemplated thereby, (ii) the Twelfth Supplemental Indenture was duly authorized, executed and delivered by, and the Indenture constitutes a legal, valid and binding obligation of, the Trustee enforceable against the Trustee in accordance with its terms, and that the Trustee will comply with all of its obligations under the Indenture, (iii) the Company will comply with all applicable laws, (iv) the Registration Statement, and any amendments thereto filed on or prior to the date hereof, are and remain effective, no stop order suspending the effectiveness of the Registration Statement or preventing its use or the use of any prospectus or prospectus supplement has been or will be issued and no proceedings for that purpose have been or will be instituted or threatened by the SEC and (v) the Notes were issued and sold in compliance with and in the manner described in the Prospectus and were duly authenticated by the Trustee in the manner provided in the Indenture. With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the accuracy of such assumptions or items relied upon.
Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Notes were validly authorized and issued and are binding obligations of the Company, enforceable against the Company in accordance with their terms.
The opinions set forth above are subject to the following:
(A) bankruptcy, insolvency, reorganization, moratorium and other laws (or related judicial doctrines) now or hereafter in effect affecting creditors’ rights and remedies generally;
(B) general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies), whether such principles are considered in a proceeding in equity or at law; and
(C) the application of any applicable fraudulent conveyance, fraudulent transfer, fraudulent obligation, or preferential transfer law or any law governing the distribution of assets of any person now or hereafter in effect affecting creditors’ rights and remedies generally.
The opinions expressed herein are limited to matters governed by the laws of the States of North Carolina and New York (which opinions are given by lawyers in this firm who are licensed to practice in the State of New York) and the federal laws of the United States of America that, in our experience, are normally applicable to transactions such as the offer and sale of the Notes and the issuance and delivery thereof, each as currently in effect, and no opinion is expressed with respect to such laws as subsequently amended, or any other laws, or any effect that such amended or other laws may have on the opinions expressed herein. The opinions expressed herein are limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein. The opinions expressed herein are given as of the date hereof, and we undertake no obligation to advise you of any changes in applicable
Lowe’s Companies, Inc.
September 16, 2015
Page 3
laws after the date hereof or of any facts that might change the opinions expressed herein that we may become aware of after the date hereof or for any other reason.
We hereby consent to the filing of this opinion with the SEC as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and the incorporation by reference of this opinion as an exhibit to the Registration Statement. We also hereby consent to the references to this firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not believe and do not hereby admit that we are in the category of persons whose consent is required under the Securities Act or the rules and regulations of the SEC promulgated thereunder.
Very truly yours,
/s/ Moore & Van Allen PLLC
Moore & Van Allen PLLC