Exhibit 5.1
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![LOGO](https://capedge.com/proxy/8-K/0001193125-21-353999/g261535dsp101.jpg) | | | | Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299 |
December 10, 2021
Church & Dwight Co., Inc.
500 Charles Ewing Boulevard
Ewing, New Jersey 08628
Ladies and Gentlemen:
We are acting as counsel to Church & Dwight Co., Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a prospectus supplement, dated December 3, 2021 (the “Prospectus Supplement”), to the prospectus, dated March 25, 2021, included as part of a registration statement (the “Registration Statement”) on Form S-3 (No. 333-254699) relating to the issuance and sale of $400,000,000 aggregate principal amount of the Company’s 2.300% Senior Notes due 2031 (the “Notes”).
The Notes will be issued pursuant to the provisions of the Indenture, dated as of December 10, 2021, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated December 10, 2021, between the Company and the Trustee (the “First Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”).
As such counsel, we have participated in the preparation of the Prospectus Supplement and have examined originals or copies of such documents, corporate records and other instruments as we have deemed relevant, including, without limitation: (i) the certificate of incorporation of the Company in the form filed as Exhibit 3.2 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2020, as amended to date; (ii) the bylaws of the Company, amended and restated as of May 1, 2020, in the form filed as Exhibit 3.2 to the Company’s current report on Form 8-K filed on May 1, 2020, as amended to date; (iii) the resolutions of the Board of Directors of the Company and duly authorized committees thereof; (iv) that certain Underwriting Agreement, dated December 1, 2021, among the Company, BofA Securities, Inc., Scotia Capital (USA), Inc., Truist Securities, Inc and Wells Fargo Securities, LLC, as representatives to the several underwriters named in Schedule A thereto, (v) the Indenture, (vi) the specimens of the forms of Notes, (vii) the Registration Statement, together with the exhibits filed as a part thereof and including any documents incorporated by reference therein; (viii) the Prospectus Supplement, including any documents incorporated by reference therein and (ix) such other certificates, statutes and other instruments and documents as we consider appropriate for purposes of the opinions hereafter expressed.
We have made such examination of law as we have deemed necessary to express the opinion contained herein. As to matters of fact relevant to this opinion, we have relied upon, and assumed without independent verification, the accuracy of certificates of public officials and officers of the Company. We have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified, facsimile or photostatic copies, and the authenticity of the originals of such copies.
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