Xylem S8 Registration of securities for employees | XYL 28 Oct 11

Exhibit 5.2

1700 Pacific Avenue, Suite 2250 | Dallas, TX 75201-4617 | p 214-217-8888 | f 214-217-8851 | cwlaw.com

Robert J. Stokes | Attorney at Law
p 214-217-8057 | f 214-217-8052 | BStokes@cwlaw.com

October 28, 2011

Xylem Inc.
1133 Westchester Ave.
White Plains, NY 10604

RE:

Xylem Deferred Compensation Plan — Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Xylem Inc. (the “Company”) in connection with the filing of the above-referenced registration statement (the “Registration Statement”) and we have been asked to provide this opinion letter regarding the Xylem Deferred Compensation Plan to be effective as of October 31, 2011, (the “Plan”). The Registration Statement relates to the proposed offering of $30,000,000 of deferred compensation obligations pursuant to the Plan.

In connection with this opinion letter, we have examined: (i) the Plan document to be effective as of October 31, 2011, (ii) the Board resolution of October 11, 2011, adopting the Plan and (iii) such other documents, records and instruments as we have deemed appropriate for the purposes of the opinion set forth herein.

We have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of the documents submitted to use as originals, the conformity to the original documents of all documents submitted to us as certified, facsimile or photostatic copies, and the authenticity of the originals of all documents submitted to us as copies.

Based on the foregoing, we are of the opinion that the Plan document is designed to be a “top hat plan” under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is a plan that is unfunded and maintained primarily by an employer for the purpose of providing deferred compensation for a select group of management or highly compensated employees. We are also of the opinion that the provisions of the Plan comply with the requirements of ERISA applicable to top hat plans.

We are not providing an opinion as to whether (i) the Plan is being operated by the Company as a top hat plan under ERISA, or (ii) the employees whom the Company has deemed eligible to participate in the Plan would constitute a select group of management or highly compensated employees.

We consent to the filing of this opinion as an Exhibit to the Registration Statement by the Company under the Securities Act of 1933, as amended, of deferred compensation obligations under the Plan and the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 relating to the deferred compensation obligations.


	Very truly yours, Conner & Winters, LLP
	By:	/s/ Robert J. Stokes
		Robert J. Stokes

RJS:sam

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Xylem (XYL) S-8Registration of securities for employees