Exhibit 5.1
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 | | ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM |
June 17, 2019
Cabot Corporation
Two Seaport Lane, Suite 1300
Boston, MA 02210
Re: Registration Statement on FormS-3 (RegistrationNo. 333-213088)
Ladies and Gentlemen:
We have acted as counsel to Cabot Corporation, a Delaware corporation (the “Company”), in connection with its issuance and sale of $300 million aggregate principal amount of 4.000% notes due 2029 (the “Notes”) pursuant to the above-referenced automatically effective shelf registration statement (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on August 11, 2016. The Notes are being issued under an Indenture dated September 15, 2016 (the “Base Indenture”), as supplemented by a Second Supplemental Indenture (the “Second Supplemental Indenture,” and together with the Base Indenture, the “Indenture”) that will be executed by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), on the closing date of the offering of the Notes.
In connection with this opinion letter, we have examined the Registration Statement and the Base Indenture, which has been filed with the Commission as an exhibit to the Registration Statement, and the Second Supplemental Indenture. We have also examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.
The opinions expressed herein are limited to matters governed by the laws of the State of New York and the Delaware General Corporation Law.
Based upon and subject to the foregoing and the qualifications and limitations set forth below, we are of the opinion that, when the Second Supplemental Indenture has been duly executed and delivered by the Company and the Trustee, and the Notes have been duly executed and authenticated in accordance with the provisions of the Indenture and have been delivered against receipt of payment therefor, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.