Exhibit 5.2
Troutman Pepper Hamilton Sanders LLP Suite 400, 301 Carnegie Center Princeton, NJ 08540-6227
troutman.com |  |
February 16, 2023
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Ladies and Gentlemen:
We have acted as special New Jersey counsel to Johnson & Johnson, a New Jersey corporation (the “Company”), in connection with the filing on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offer, issuance and/or sale from time to time of an indeterminate amount of unsecured debt securities (the “Debt Securities”).
In our capacity as special counsel, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following, each dated of even date herewith unless otherwise noted (each, individually a “Document” and collectively the “Documents”):
(i) the Indenture, dated as of September 15, 1987 (the “Indenture”), by and between the Company and Harris Trust and Savings Bank, as trustee (the “Trustee”) as supplemented by the First Supplemental Indenture, dated as of September 1, 1990, by and between the Company and the Trustee (the “First Supplemental Indenture”), and the Second Supplemental Indenture, dated as of November 9, 2017, by and between the Company and the Trustee (the “Second Supplemental Indenture”);
(ii) the documents listed on Schedule I hereto (collectively, the “Entity Documents” and each, a “Entity Document”) for the Company; and
(iii) an Opinion Backup Certificate delivered by an officer of the Company on the date hereof (the “Officer’s Certificate”).
In connection with the foregoing, we have examined originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth, including (i) the organizational documents of the Company, which include the Certificate of Incorporation, as amended to date, and the By-Laws of the Company, as amended to date and (ii) the resolutions of the Board of Directors of the Company with respect to the Registration Statement. In such examination, we have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.
Troutman Pepper Hamilton Sanders LLP, a Georgia limited liability partnership
Delia C. Donahue, Partner-in-Charge, Princeton Office
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As to certain factual matters, we have, with your consent, relied upon the Officer Certificate. Our opinions in Paragraph 1 hereof are based solely on the Standing Certificate (as defined in Schedule I hereto) and the Entity Documents. With respect to the Standing Certificate, we have assumed that there have been no changes to the matters set forth on the Standing Certificate between the date thereon and the date of this opinion letter. We have not undertaken any independent investigation to verify the accuracy, completeness or authenticity of any such certificates or representations and warranties.
We do not express any opinion herein concerning any law other than the New Jersey Business Corporation Act and the federal laws of the United States. We are not opining on “blue sky” or other state securities laws. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.
We understand that you have or will receive a written opinion from Weil, Gotshal & Manges LLP of even date herewith (the “Additional Opinion”). We express no opinion on the matters covered by the Additional Opinion including that the Debt Securities will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. We have assumed the accuracy and correctness of all matters covered in the Additional Opinion.
In connection with giving this opinion letter, we have assumed that:
| A. | each certificate issued by any government official, office or agency concerning a party’s property or status is accurate, complete and authentic and that all official public records are accurate and complete; and |
| B. | the Indenture as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture is in full force and effect. |
Based on the foregoing, and subject to the limitations, qualifications, assumptions and exceptions set forth herein, we are of the opinion that as of the date hereof:
1. The Company is a corporation validly existing under the laws of the State of New Jersey.
2. The Company has the corporate power to execute, deliver and perform its obligations under the Indenture, and has duly taken or caused to be taken all necessary action to authorize the execution, delivery and performance of such Indenture.
3. The Indenture has been duly authorized, executed and delivered on behalf of the Company.
Our opinion is as of the date hereof and we have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention and we disavow any undertaking to advise you of any changes in law.
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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any amendments thereto and with respect to our name wherever it appears in the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the Rules and Regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Troutman Pepper Hamilton Sanders LLP
Schedule I
Entity Documents
1. a copy of the Certificate of Incorporation of the Company, as certified as being in effect on the date hereof by an officer of the Company;
2. a copy of the By-Laws of the Company, as certified as being in effect on the date hereof by an officer of the Company;
3. the short form standing certificate with respect to the Company from the Department of the Treasury, Division of Revenue and Enterprise Services of the State of New Jersey dated February 15, 2023 (the “Standing Certificate”); and
4. the resolutions of the Board of Directors of the Company in connection with the Registration Statement and certified by an officer of the Company as being in full effect and not amended or rescinded.