Exhibit 5.1
August 26, 2019
The Sherwin-Williams Company
101 West Prospect Avenue, N.W.
Cleveland, Ohio 44115-1075
| | Re: | $800,000,000 of 2.950% Senior Notes due 2029; and |
$550,000,000 of 3.800% Senior Notes due 2049 of
The Sherwin-Williams Company
Ladies and Gentlemen:
We are acting as counsel for The Sherwin-Williams Company, an Ohio corporation (the “Company”), in connection with the issuance and sale of $800,000,000 aggregate principal amount of the Company’s 2.950% Senior Notes due 2029 (the “2029 Notes”) and $550,000,000 aggregate principal amount of the Company’s 3.800% Senior Notes due 2049 (the “2049 Notes” and, together with the 2029 Notes, the “Notes”), pursuant to the Underwriting Agreement, dated as of August 12, 2019 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, acting as representatives (in such capacity, the “Representatives”) of the several underwriters named therein. The Notes are being issued under an indenture, dated as of July 31, 2015 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended and supplemented by the Thirteenth Supplemental Indenture relating to the 2029 Notes, dated August 26, 2019 (the “Thirteenth Supplemental Indenture”), between the Company and the Trustee, and the Fourteenth Supplemental Indenture relating to the 2049 Notes, dated August 26, 2019 (together with the Base Indenture and the Thirteenth Supplemental Indenture, the “Indenture”), between the Company and the Trustee.
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 this 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.
The opinion set forth above is subject to the following limitations, qualifications and assumptions:
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 terms of 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) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.
