Exhibit 5.1
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| | 300 North LaSalle Chicago, IL 60654 United States +1 312 862 2000 www.kirkland.com | | Facsimile: +1 312 862 2200 |
February 22, 2023
Whirlpool Corporation
2000 North M-63
Benton Harbor, MI 49022-2692
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as legal counsel to Whirlpool Corporation, a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of $300,000,000 of 5.500% Senior Notes due 2033 (the “Notes”) under the Securities Act of 1933, as amended (the “Securities Act”).
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the restated certificate of incorporation and bylaws of the Company, (ii) the registration statement on Form S-3 (No. 333-255372) (as amended, the “Registration Statement”) to which this letter is an exhibit, (iii) the indenture, dated as of March 20, 2000, between the Company and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association, as successor to Citibank, N.A.) (the “Indenture”), and (iv) copies of the Notes.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto, and the due authorization, execution and delivery of all documents by the parties thereto. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company.
Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (iii) public policy considerations that may limit the rights of parties to obtain certain remedies.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the Notes have been duly authorized and are binding obligations of the Company.
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