Exhibit 5.1
[Goodwin Letterhead]
September 3, 2024
Agilent Technologies, Inc.
5301 Stevens Creek Boulevard
Santa Clara, CA 95051
| | Re: | Debt Securities Registered under Registration Statement on Form S-3 |
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of debt securities (“Debt Securities”) of Agilent Technologies, Inc., a Delaware corporation (the “Company”). The Debt Securities may be issued in an unspecified principal amount. The Registration Statement provides that the Debt Securities may be offered in separate series, in amounts, at prices and on terms to be set forth in one or more prospectus supplements to the prospectus contained in the Registration Statement.
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below are limited to the Delaware General Corporation Law and the law of New York.
For purposes of the opinion set forth below, without limiting any other exceptions or qualifications set forth herein, we have assumed that each of the Debt Securities and the indentures and other agreements governing Debt Securities offered pursuant to the Registration Statement will be governed by the internal law of New York.
For purposes of the opinion set forth below, we refer to the following as the “Future Authorization and Issuance” of Debt Securities:
| | • | | (a) the authorization by the Company of the amount, terms and issuance of such Debt Securities (the “Authorization”) and (b) the issuance of such Debt Securities in accordance with the Authorization therefor upon the receipt by the Company of the consideration to be paid therefor in accordance with the Authorization; and |
| | • | | (a) the authorization, execution and delivery of the indenture or a supplemental indenture relating to such Debt Securities by the Company and the trustee thereunder and/or (b) the establishment of the terms of such Debt Securities by the Company in conformity with the applicable indenture or supplemental indenture and applicable law, and (c) the execution, authentication and issuance of such Debt Securities in accordance with the applicable indenture or supplemental indenture and applicable law. |
