Attached files
| file | filename |
|---|---|
| EX-5.2 - EXHIBIT 5.2 - BECTON DICKINSON & CO | nt10012113x6_ex5-2.htm |
| EX-5.1 - EXHIBIT 5.1 - BECTON DICKINSON & CO | nt10012113x6_ex5-1.htm |
| EX-1.2 - EXHIBIT 1.2 - BECTON DICKINSON & CO | nt10012113x6_ex1-2.htm |
| EX-1.1 - EXHIBIT 1.1 - BECTON DICKINSON & CO | nt10012113x6_ex1-1.htm |
| 8-K - FORM 8-K - BECTON DICKINSON & CO | nt10012113x6_8k.htm |
Exhibit 5.3
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
May 26, 2020
Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, NJ 07417-1880
| Re: |
Becton, Dickinson and Company
Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as special New York counsel to Becton, Dickinson and Company, a New Jersey corporation (the “Company”), in connection with the public offering by the Company of 34,500,000 depositary shares (the “Depositary
Shares”), representing an aggregate of 1,725,000 shares (the “Preferred Shares”) of the Company’s 6.00% Mandatory Convertible Preferred Stock,
Series B, par value $1.00 per share (“Preferred Stock”), including 4,500,000 depositary shares representing an aggregate of 225,000 shares of Preferred Stock
issued pursuant to an over-allotment option. The Preferred Shares are to be deposited by the Company against delivery of the Receipt (as defined below) with Computershare Inc. and Computershare Trust Company, N.A. (“Computershare Trust”), acting jointly as depositary (collectively, the “Depositary”), pursuant
to the Deposit Agreement, dated May 26, 2020 (the “Deposit Agreement”), among the Company, the Depositary, Computershare Trust, acting as registrar and
transfer agent, and the holders from time to time of depositary receipts issued under the Deposit Agreement to evidence the Depositary Shares.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933
(the “Securities Act”).
In rendering the opinions stated herein, we have examined and relied upon the following:
(i) the registration statement
on Form S-3 (File No. 333-224464) of the Company relating to depositary shares, Preferred Stock and other securities of the Company filed with the Securities and Exchange Commission (the “Commission”) on April 26, 2018 under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), and Post-Effective Amendment No. 1 thereto, including the information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and
Regulations (such registration statement, as so amended, being hereinafter referred to as the “Registration Statement”);
Becton, Dickinson and Company
May 26, 2020
Page 2
(ii) the prospectus, dated May
17, 2019 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement;
(iii) the preliminary prospectus
supplement, dated May 19, 2020 (together with the Base Prospectus, the “Preliminary Prospectus”), relating to the offering of the Depositary Shares, in the
form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(iv) the prospectus supplement,
dated May 20, 2020 (together with the Base Prospectus, the “Prospectus”), relating to the offering of the Depositary Shares, in the form filed with the
Commission pursuant to Rule 424(b) of the Rules and Regulations;
(v) an executed copy of the
Underwriting Agreement (the “Underwriting Agreement”), dated May 20, 2020, between the Company and J.P. Morgan Securities LLC, Barclays Capital Inc. and Goldman Sachs & Co. LLC, as representatives of the several Underwriters named therein (the
“Underwriters”), relating to the sale by the Company to the Underwriters of the Depositary Shares;
(vi) an executed copy of the
Deposit Agreement; and
(vii) a Receipt executed by the
Depositary and registered in the name of Cede & Co., relating to the Depositary Shares (the “Receipt”).
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such
agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the
authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to
any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials, including
the factual representations and warranties contained in the Underwriting Agreement.
Becton, Dickinson and Company
May 26, 2020
Page 3
We do not express any opinion with respect to the laws of any jurisdiction other than the laws of the State of New York (“Opined on Law”).
As used herein, “Transaction Documents” means
the Underwriting Agreement and the Deposit Agreement.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:
1. The Deposit
Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms under the laws of the State of New York.
2. The Receipt,
when issued under the Deposit Agreement in accordance with the provisions of the Deposit Agreement and upon payment by the Underwriters in accordance with the Underwriting Agreement, will be duly and validly issued and entitle the registered holder
thereof to the rights specified in such Receipt and in the Deposit Agreement.
The opinions stated herein are subject to the following qualifications:
(a) we do not
express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and the opinions
stated herein are limited by such laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
(b) we do not
express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime
applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
(c) except to
the extent expressly stated in the opinions contained herein, we have assumed that each of the Transaction Documents constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in
accordance with its terms;
(d) we do not
express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other
provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or to the extent any such provision purports to, or has the effect of, waiving or altering any statute of
limitations;
Becton, Dickinson and Company
May 26, 2020
Page 4
(e) in rendering
the opinion set forth in paragraph 2 above, we have assumed that the Receipt evidencing the Depositary Shares was manually signed by one of the authorized officers of the depositary, transfer agent and registrar for the Depositary Shares and
registered by such depositary, transfer agent and registrar;
(f) in rendering
the opinion set forth in paragraph 2 above, we have assumed that the Preferred Shares have been duly authorized by all requisite corporate action on the part of the Company, have been validly issued, and are fully paid and non-assessable, and
certificates therefor have been duly executed and delivered and have been properly deposited with the Depositary pursuant to the terms of the Deposit Agreement; and
(g) to the
extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in the Deposit Agreement, the opinions stated herein are subject to the qualification that such enforceability may
be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity and constitutionality.
In addition, in rendering the foregoing opinions we have assumed that:
(a) the Company (i) is duly incorporated and is validly existing and in good standing, (ii) has requisite legal status and legal capacity under the laws of the jurisdiction of its organization and (iii) has complied and will comply with all
aspects of the laws of the jurisdiction of its organization in connection with the transactions contemplated by, and the
performance of its obligations under, the Transaction Documents;
(b) the Company has the corporate power and authority to execute, deliver and perform all its obligations under each of the Transaction Documents;
(c) each of the Transaction Documents has been duly authorized, executed and delivered by all requisite corporate action on the part of the Company;
Becton, Dickinson and Company
May 26, 2020
Page 5
(d) neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance of the Receipt: (i) conflicts with or will conflict with the
certificate of incorporation and by-laws of the Company, (ii) constitutes or will constitute a violation of, or a default under, any lease, indenture, instrument or other agreement to which the Company or its property is subject (except that we do
not make the assumption set forth in this clause (ii) with respect to those agreements or instruments expressed to be governed by the laws of the State of New York which are listed in Part II of the Registration Statement or the Company’s Annual
Report on Form 10-K for the year ended December 31, 2019), (iii) contravenes or will contravene any order or decree of any governmental authority to which the Company or its property is subject, or (iv) violates or will violate any law, rule or
regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (iv) with respect to the Opined-on Law); and
(e) neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder requires or will require the consent, approval, licensing or authorization of, or any filing,
recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.
We hereby consent to the reference to our firm under the heading “Legal Matters” in the Preliminary Prospectus and the Prospectus. In
giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. We also hereby consent to the filing of this opinion with the
Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement.
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Very truly yours,
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/s/ Skadden, Arps, Slate, Meagher & Flom LLP
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RJD