Exhibit 5.1
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MARTIN LIPTON HERBERT M. WACHTELL EDWARD D. HERLIHY DANIEL A. NEFF STEVEN A. ROSENBLUM JOHN F. SAVARESE SCOTT K. CHARLES JODI J. SCHWARTZ ADAM O. EMMERICH RALPH M. LEVENE RICHARD G. MASON ROBIN PANOVKA DAVID A. KATZ ILENE KNABLE GOTTS ANDREW J. NUSSBAUM RACHELLE SILVERBERG STEVEN A. COHEN DEBORAH L. PAUL DAVID C. KARP RICHARD K. KIM JOSHUA R. CAMMAKER MARK GORDON | JEANNEMARIE O’BRIEN WAYNE M. CARLIN STEPHEN R. DiPRIMA NICHOLAS G. DEMMO IGOR KIRMAN JONATHAN M. MOSES T. EIKO STANGE WILLIAM SAVITT GREGORY E. OSTLING DAVID B. ANDERS ADAM J. SHAPIRO NELSON O. FITTS JOSHUA M. HOLMES DAVID E. SHAPIRO DAMIAN G. DIDDEN IAN BOCZKO MATTHEW M. GUEST DAVID E. KAHAN DAVID K. LAM BENJAMIN M. ROTH JOSHUA A. FELTMAN ELAINE P. GOLIN | 51 WEST 52ND STREET
NEW YORK, N.Y. 10019-6150
TELEPHONE: (212) 403-1000
FACSIMILE: (212) 403-2000
| EMIL A. KLEINHAUS KARESSA L. CAIN RONALD C. CHEN BRADLEY R. WILSON GRAHAM W. MELI GREGORY E. PESSIN CARRIE M. REILLY MARK F. VEBLEN SARAH K. EDDY VICTOR GOLDFELD RANDALL W. JACKSON BRANDON C. PRICE KEVIN S. SCHWARTZ MICHAEL S. BENN ALISON Z. PREISS TIJANA J. DVORNIC JENNA E. LEVINE RYAN A. McLEOD ANITHA REDDY JOHN L. ROBINSON JOHN R. SOBOLEWSKI STEVEN WINTER | EMILY D. JOHNSON JACOB A. KLING RAAJ S. NARAYAN VIKTOR SAPEZHNIKOV MICHAEL J. SCHOBEL ELINA TETELBAUM ERICA E. AHO LAUREN M. KOFKE ZACHARY S. PODOLSKY RACHEL B. REISBERG MARK A. STAGLIANO CYNTHIA FERNANDEZ LUMERMANN CHRISTINA C. MA NOAH B. YAVITZ BENJAMIN S. ARFA NATHANIEL D. CULLERTON ERIC M. FEINSTEIN ADAM L. GOODMAN STEVEN R. GREEN MENG LU |
GEORGE A. KATZ (1965–1989) JAMES H. FOGELSON (1967–1991) LEONARD M. ROSEN (1965–2014)
OF COUNSEL |
ANDREW R. BROWNSTEIN MICHAEL H. BYOWITZ KENNETH B. FORREST BEN M. GERMANA SELWYN B. GOLDBERG PETER C. HEIN JB KELLY JOSEPH D. LARSON LAWRENCE S. MAKOW PHILIP MINDLIN THEODORE N. MIRVIS DAVID S. NEILL | TREVOR S. NORWITZ ERIC S. ROBINSON ERIC M. ROSOF MICHAEL J. SEGAL WON S. SHIN DAVID M. SILK ELLIOTT V. STEIN LEO E. STRINE, JR.* PAUL VIZCARRONDO, JR. JEFFREY M. WINTNER AMY R. WOLF MARC WOLINSKY |
* ADMITTED IN DELAWARE
COUNSEL |
DAVID M. ADLERSTEIN SUMITA AHUJA FRANCO CASTELLI ANDREW J.H. CHEUNG PAMELA EHRENKRANZ ALINE R. FLODR KATHRYN GETTLES-ATWA LEDINA GOCAJ ADAM M. GOGOLAK ANGELA K. HERRING | MICHAEL W. HOLT DONGHWA KIM MARK A. KOENIG CARMEN X.W. LU J. AUSTIN LYONS ALICIA C. McCARTHY JUSTIN R. ORR NEIL M. SNYDER JEFFREY A. WATIKER |
| | | September 13, 2024 | | |
Hewlett Packard Enterprise Company
1701 East Mossy Oaks Road
Spring, Texas 77389
Ladies and Gentlemen:
We have acted as special New York counsel to Hewlett Packard Enterprise Company, a Delaware corporation (the “Issuer”), in connection with the issuance and sale by the Issuer to the Underwriters (as defined below) of 30,000,000 shares of 7.625% Series C Mandatory Convertible Preferred Stock, par value $0.01 per share, of the Issuer (the “Preferred Stock”), with a liquidation preference of $50 per share, pursuant to the Underwriting Agreement (the “Underwriting Agreement”) dated as of September 10, 2024, by and among the Issuer and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives (the “Representatives”) of the Underwriters listed on Schedule I to the Underwriting Agreement (the “Underwriters”).
In connection with the opinion set forth herein, we have examined and relied on originals or copies, certified or otherwise, identified to our satisfaction, of such documents, corporate records, agreements, certificates, and other instruments and such matters of law, in each case, as we have deemed necessary or appropriate for the purposes of this opinion, including (i) the Registration Statement on Form S-3 (File No. 333-276221) (the “Registration Statement”), filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on December 22, 2023, the related prospectus dated December 22, 2023 (the “Base Prospectus”), and the preliminary and final prospectus supplements (the “Final Prospectus Supplement” and together with the Base Prospectus, the “Final Prospectus”)), dated September 9, 2024 and September 10, 2024, respectively, relating to the Preferred Stock, as filed with the Commission on September 9, 2024 and September 10, 2024, respectively, pursuant to Rule 424(b)(5) and Rule 424(b)(2), respectively, under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”); (ii) the Restated Certificate of Incorporation of the Issuer, as amended and/or restated through the date hereof; (iii) the Second Amended and Restated By-laws of the Issuer, as amended and/or restated through the date hereof; (iv) resolutions (or written consents, as applicable) of the Board of Directors of the Issuer (the “Board”), the Finance and Investment Committee of the Board and the Pricing Committee of the Board, from meetings held (or actions taken) on September 4, 2024, September 4, 2024 and September 11, 2024, respectively; (v) the free writing prospectus relating to the Preferred Stock, dated September 10, 2024 and filed with the Commission pursuant to Rule 433 under the Securities Act; (vi) the Certificate of Designations as filed with the Secretary of State of the State of Delaware on September 12, 2024 (the “Certificate of Designations”); (vii) the Underwriting Agreement; and (viii) the specimen or form of certificate used to evidence the Preferred Stock. We have also conducted such investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. In making such examination and rendering the opinion set forth below, we have assumed without verification: (a) the genuineness of all signatures; (b) the authenticity of all documents submitted to us as originals; (c) the authenticity of the originals of such documents submitted to us as certified copies; (d) the conformity to originals of all documents submitted to us as copies; (e) the authenticity of the originals of such documents; (f) that all documents submitted to us as certified copies are true and correct copies of such originals; (g) the legal capacity of all individuals executing any of the foregoing documents; and (h) the truth, accuracy and completeness of the information, representations and warranties contained in the agreements, records, documents, instruments and certificates we have reviewed.
We are members of the Bar of the State of New York, and we do not express any opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
Based upon the foregoing and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
(1) The Preferred Stock, when issued and delivered as provided in the Underwriting Agreement, against payment of the consideration set forth in the Underwriting Agreement, will be validly issued, fully paid and non-assessable.
(2) The shares of common stock, par value $0.01, of the Issuer issuable upon the conversion or redemption of the Preferred Stock, as applicable, when issued in accordance with the terms of the Certificate of Designations and as set forth in the Final Prospectus, will be validly issued, fully paid and non-assessable.
The opinion set forth above is subject to the effects of (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law), and (c) an implied covenant of good faith and fair dealing. Furthermore, the manner in which any particular issue relating to this opinion would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved choose to exercise the wide discretionary authority generally available to it.
We consent to the filing of a copy of this opinion as an exhibit to a report on Form 8-K to be filed by the Issuer on the date hereof and its incorporation by reference into the Registration Statement. In addition, we consent to references to us in the Registration Statement (including the related prospectus and prospectus supplements) under the caption “Validity of the Mandatory Convertible Preferred Stock.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act. This opinion speaks as of its date, and we undertake no (and hereby disclaim any) obligation to update this opinion.
| | Very truly yours, |
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| | /s/ Wachtell, Lipton, Rosen & Katz |
