Exhibit 5.2
June 26, 2020
Xylem, Inc.
1 International Drive
Rye Brook, NY 10573
Ladies and Gentlemen:
We have acted as special Indiana counsel to Xylem, Inc., an Indiana corporation (the “Company”) in connection with the filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on FormS-3, file no.333-239370 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included therein, the preliminary prospectus supplement, dated June 24, 2020, filed with the Commission on June 26, 2020 pursuant to Rule 424(b) of the Securities Act (the “Preliminary Prospectus Supplement”), the final prospectus supplement, dated as of June 24, 2020 filed with the Commission on June 25, 2020 pursuant to Rule 424(b) of the Securities Act (the “Final Prospectus Supplement” and, collectively with the Preliminary Prospectus Supplement, the “Prospectus Supplement”), and the offering by the Company pursuant thereto of $500,000,000 aggregate principal amount of the Company’s 1.950% Senior Notes due 2028 (the “2028 Notes”) and $500,000,000 aggregate principal amount of its 2.250% Senior Notes due 2031 (the “2031 Notes” and, together with the 2028 Notes, the “Notes”) in the manner set forth in the Registration Statement and the Prospectus Supplement.
The Notes have been issued pursuant to the Indenture dated as of March 11, 2016 (the “Base Indenture”), between the Company and Deutsche Bank Trust Company Americas, as indenture trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 1, dated as of March 11, 2016 (the “First Supplemental Indenture”) and Supplemental Indenture No. 4, dated June 26, 2020 (the “Fourth Supplemental Indenture” and together with the First Supplemental Indenture and the Base Indenture, the “Indenture”) between the Company and the Trustee.
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Base Indenture, the First Supplemental Indenture, the Fourth Supplemental Indenture and the certificates evidencing the global Notes (the “Notes Documents”). We have also examined such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.
