Exhibit 5.1
March 17, 2020
The Sherwin-Williams Company
101 West Prospect Avenue, N.W.
Cleveland, Ohio 44115-1075
| Re: | $500,000,000 of 2.300% Senior Notes due 2030; and |
$500,000,000 of 3.300% Senior Notes due 2050 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 $$500,000,000 aggregate principal amount of the Company’s 2.300% Senior Notes due 2030 (the “2030 Notes”) and $500,000,000 aggregate principal amount of the Company’s 3.300% Senior Notes due 2050 (the “2050 Notes” and, together with the 2030 Notes, the “Notes”), pursuant to the Underwriting Agreement, dated as of March 3, 2020 (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 Fifteenth Supplemental Indenture relating to the 2030 Notes, dated March 17, 2020 (the “Fifteenth Supplemental Indenture”), between the Company and the Trustee, and the Sixteenth Supplemental Indenture relating to the 2050 Notes, dated March 17, 2020 (together with the Base Indenture and the Fifteenth 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.