Exhibit 5.1
September 1, 2020
Roper Technologies, Inc.
6901 Professional Parkway East, Suite 200
Sarasota, Florida 34240
| | Re: | $300,000,000 of 0.450% Senior Notes due 2022, $700,000,000 of 1.000% Senior Notes due 2025, $700,000,000 of 1.400% Senior Notes due 2027 and $1,000,000,000 of 1.750% Senior Notes due 2031 |
Ladies and Gentlemen:
We are acting as counsel for Roper Technologies, Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale of $300,000,000 aggregate principal amount of the Company’s 0.450% Senior Notes due 2022 (the “2022 Notes”), $700,000,000 aggregate principal amount of the Company’s 1.000% Senior Notes due 2025 (the “2025 Notes”), $700,000,000 aggregate principal amount of the Company’s 1.400% Senior Notes due 2027 (the “2027 Notes”) and $1,000,000,000 aggregate principal amount of the Company’s 1.750% Senior Notes due 2031 (the “2031 Notes”, together with the 2022 Notes, the 2025 Notes and the 2027 Notes, the “Notes”), pursuant to the underwriting agreement, dated as of August 18, 2020 (the “Underwriting Agreement”), by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, acting as representatives of the several underwriters listed in Schedule 1 thereto (the “Underwriters”). The Notes will be issued under the indenture, dated as of November 26, 2018 (the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and an Officer’s Certificate, dated September 1, 2020, setting forth the terms of each of the Notes.
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 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 will be 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 (i) 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 generally, and (ii) 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 and written statements and representations of officers and other representatives of the Company and others. The opinion expressed herein is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.
