Exhibit 5.1
90 SOUTH SEVENTH STREET · SUITE 4950 · MINNEAPOLIS, MINNESOTA 55402
TELEPHONE: +1.612.217.8800 · FACSIMILE: +1.844.345.3178
November 17, 2022
Ecolab Inc.
1 Ecolab Place
Saint Paul, Minnesota 55102
| Re: | $500,000,000 of 5.250% Notes due 2028 of Ecolab Inc. |
Ladies and Gentlemen:
We are acting as counsel for Ecolab Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale of $500,000,000 principal amount of its 5.250% Notes due 2028 (the “Notes”), pursuant to the Underwriting Agreement, dated November 7, 2022, by and among the Company and BofA Securities, Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein. The Notes are being issued pursuant to an Indenture, dated as of January 12, 2015 (the “Base Indenture”), between the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), as supplemented by the Twelfth Supplemental Indenture, dated November 17, 2022 (together with the Base Indenture, the “Indenture”).
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Notes constitute the valid and binding obligations of the Company.
For purposes of the opinion expressed herein, we have assumed that (i) the Trustee has authorized, executed and delivered the Indenture, (ii) the Notes have been duly authenticated by the Trustee in accordance with the Indenture and (iii) the Indenture is the valid, binding and enforceable obligation of the Trustee.
The opinion expressed herein is limited by bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors' rights and remedies generally, and by general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.
As to facts material to the opinion and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company
