Exhibit 5.1
May 2, 2017
E. I. du Pont de Nemours and Company
974 Centre Road
Wilmington, Delaware 19805
Ladies and Gentlemen:
I have acted as counsel for E. I. du Pont de Nemours and Company, a Delaware corporation (the “Company”), in connection with the public offering of $1,250,000,000 aggregate principal amount of the Company’s 2.200% Notes due 2020 and $750,000,000 aggregate principal amount of the Company’s Floating Rate Notes due 2020 (collectively, the “Notes”).
In furnishing this opinion, I or a member of my staff have examined and relied upon copies of the Registration Statement on FormS-3 (the “Registration Statement”) filed by the Company on February 2, 2017 with the Securities and Exchange Commission, including the information deemed to be a part of the Registration Statement pursuant to Rule 430B of the General Rules and Regulations under the Securities Act of 1933, as amended, the Restated Certificate of Incorporation and bylaws of the Company, as amended to date, the Indenture, dated as of June 1, 1992, between the Company and Deutsche Bank Trust Company Americas, successor to Bankers Trust Company, as trustee, corporate records of the Company (including certain resolutions of the Board of Directors of the Company and minute books of the Company), certificates of public officials and of representatives of the Company, statutes and other instruments and documents as we have deemed necessary or appropriate to form a basis for the opinion hereinafter expressed.
In connection with this opinion, I have assumed the genuineness of all signatures on all documents examined by me and the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as copies.
Based on the foregoing and subject to the assumptions, limitations and qualifications set forth herein, I am of the opinion that the Notes have been duly authorized,
executed and delivered by the Company and are legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability.
The opinion set forth above is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
I hereby consent to use of this opinion as an exhibit of the Company’s Current Report on Form8-K being filed on the date hereof and further consent to the reference to my name under the caption “Legal Opinions” in the prospectus supplement and under the heading “Legal Opinion” in the prospectus, each of which is a part of the Registration Statement.
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| Very truly yours, |
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/s/ Stacy Fox |
| Stacy Fox |
| Senior Vice President and General Counsel |
