Corteva, Inc.
May 31, 2019
Page 2
(e) a copy of the Certificate of Incorporation of the Company, certified by the Secretary of State of the State of Delaware as of May 28, 2019 and certified pursuant to the Secretary’s Certificate;
(f) the form of the Amended and Restated Certificate of Incorporation of the Company, to be in effect as the Distribution and filed as Exhibit 3.1 to the Registration Statement;
(g) a copy of the Bylaws of the Company, as in effect as of the date hereof and certified pursuant to the Secretary’s Certificate;
(h) the form of the Amended and Restated Bylaws of the Company, to be in effect as of the Distribution and filed as Exhibit 3.2 to the Registration Statement; and
(i) a copy of certain resolutions of the Board of Directors of the Company, adopted on May 6, 2019 and May 31, 2019, certified pursuant to the Secretary’s Certificate.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below, including the facts and conclusions set forth in the Secretary’s Certificate and the factual representations and warranties contained in the Underwriting Agreement.
In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials, including the factual representations and warranties set forth in the Underwriting Agreement.
We do not express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”).
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that, when the Company’s Amended and Restated Certificate of Incorporation has been filed with the Secretary of State of the State of Delaware and has become effective and the Board of Directors of the Company, including any appropriate committee appointed thereby, has taken all necessary corporate action to adopt the Company’s Amended and Restated Bylaws, the Shares will have been duly authorized by all requisite corporate action on the part of the Company under the DGCL, and when issued by the participants in accordance with the terms and conditions of the Incentive Plan and the applicable award agreement for consideration in an amount at least equal to the par value of such Shares, will be validly issued, fully paid and nonassessable.
