EXHIBIT 5.1
[LETTERHEAD OF AUSTIN F. REED]
October 12, 2007
The Brink’s Company
1801 Bayberry Court
P. O. Box 18100
Richmond, VA 23226-8100
Registration Statement on Form S-8
Key Employees’ Deferred Compensation Program of The Brink’s Company
Ladies and Gentlemen:
As General Counsel of The Brink’s Company (the “Company”), I have acted as counsel to the Company in connection with the Registration Statement on Form S-8 (the “Registration Statement”) for the Key Employees’ Deferred Compensation Program of The Brink’s Company (the “Deferred Compensation Program”) being filed under the Securities Act of 1933, as amended (the “Act”), on or about the date of this letter, to register 1,490,873 additional shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), which may be issued from time to time pursuant to the Deferred Compensation Program.
I am familiar with the Registration Statement and the exhibits thereto. I, or attorneys under my supervision, have also examined originals or copies, certified or otherwise, of such other documents, evidence of corporate action and instruments, as I have deemed necessary or advisable for the purpose of rendering this opinion. As to questions of fact relevant to this opinion, I have relied upon certificates or written statements from officers and other appropriate representatives of the Company and its subsidiaries or public officials. In all such examinations, I have assumed the genuineness of all signatures, the authority to sign and the authenticity of all documents submitted to me as originals. I have also assumed the conformity to the original of all documents submitted to me as copies.
Based upon and subject to the foregoing, I am of the opinion that:
| 1. | The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia. |
The Brink’s Company
October 12, 2007
Page 2
| 2. | The shares of Common Stock have been duly authorized and, when offered and sold as described in the Registration Statement, will be legally issued, fully paid and nonassessable. |
I hereby consent to the use of my name in the Registration Statement and to the filing, as an exhibit to the Registration Statement, of this opinion. In giving this consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.
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| Very truly yours, |
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| /s/ Austin F. Reed |
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| Austin F. Reed |
| Vice President, General Counsel and Secretary |
