Exhibit 5.1
 | 53rd at Third | |||||
| 885 Third Avenue | ||||||
| New York, New York 10022-4834 | ||||||
| Tel: +1.212.906.1200 Fax: +1.212.751.4864 | ||||||
| www.lw.com | ||||||
FIRM / AFFILIATE OFFICES | ||||||
| Abu Dhabi | Munich | |||||
| Barcelona | New Jersey | |||||
| Brussels | New York | |||||
| Chicago | Northern Virginia | |||||
| March 2, 2009 | Doha | Orange County | ||||
| Dubai | Paris | |||||
| Frankfurt | Rome | |||||
| Hamburg | San Diego | |||||
| Hong Kong | San Francisco | |||||
| London | Shanghai | |||||
| Los Angeles | Silicon Valley | |||||
| Madrid | Singapore | |||||
| Avon Products, Inc. | Milan | Tokyo | ||||
| 1345 Avenue of the Americas | Moscow | Washington, D.C. | ||||
| New York, New York 10105-0196 | ||||||
| File No. 042476-0011 | ||||||
Re: Avon Products, Inc. | ||||||
Ladies and Gentlemen:
We have acted as special finance counsel to Avon Products, Inc., a New York corporation (the “Company”), in connection with the issuance of $500.0 million aggregate principal amount of 5.625% Notes due 2014 (the “2014 Notes”) and $350.0 million aggregate principal amount of 6.500% Notes due 2019 (the “2019 Notes” and, together with the 2014 Notes, the “Notes”), pursuant to a registration statement on Form S-3 No. (333-149402) under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 27, 2008 (the “Registration Statement”), a base prospectus, dated February 27, 2008 (the “Base Prospectus”), a preliminary prospectus supplement, dated February [25], 2009 (together with the Base Prospectus, the “Preliminary Prospectus”), a prospectus supplement, dated February 25, 2009, filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”), and an underwriting agreement, dated February 25, 2009, between J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters named therein, and the Company (the “Underwriting Agreement”). The Notes are being issued pursuant to an indenture, dated as of February 27, 2008 (the “Base Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of March 3, 2008 (the “First Supplemental Indenture”), between the Company and the Trustee, as further supplemented by a supplemental indenture, dated as of March 3, 2008, between the Company and the Trustee (the “Second Supplemental Indenture”), as further supplemented by a supplemental indenture, dated March 2, 2009, between the Company and the Trustee (the “Third Supplemental Indenture”) and as further supplemented by a supplemental indenture, dated March 2, 2009, between the Company and the Trustee (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, the Base Prospectus, the Preliminary Prospectus or the Prospectus, other than as expressly stated herein with respect to the issue of the Notes.
March 2, 2009
Page 2
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Notes have been duly authorized by all necessary corporate action of the Company and, when the Notes have been duly executed, issued, authenticated in accordance with the terms of the Indenture and delivered by or on behalf of the Company against payment therefor in accordance with the terms of the Indenture and in the circumstances contemplated by the Underwriting Agreement, the Notes will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) the waiver of rights or defenses under Section 5.15 of the Indenture, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) any provision permitting, upon acceleration of the Notes, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon, and (f) the severability, if invalid, of provisions to the foregoing effect.
With your consent, we have assumed (a) that the Underwriting Agreement, the Indenture and the Notes (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Company, (b) that the Documents constitute legally valid and binding obligations of the parties thereto other than the Company, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.
March 2, 2009
Page 3
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Form 8-K dated March 2, 2009 and to the reference to our firm contained in the Preliminary Prospectus and the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Latham & WatkinsLLP