Exhibit 5.1
NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114.1190
TELEPHONE: +1.216.586.3939 • FACSIMILE: +1.216.579.0212
November 10, 2021
The Sherwin-Williams Company
101 West Prospect Avenue, N.W.
Cleveland, Ohio 44115-1075
| Re: | $500,000,000 of 2.200% Senior Notes due 2032; and |
$500,000,000 of 2.900% Senior Notes due 2052 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 2.200% Senior Notes due 2032 (the “2032 Notes”) and $500,000,000 aggregate principal amount of the Company’s 2.900% Senior Notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “Notes”), pursuant to the Underwriting Agreement, dated as of November 8, 2021 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc. 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 “Base Trustee”), as amended and supplemented by the Seventeenth Supplemental Indenture relating to the 2032 Notes, dated November 10, 2021 (the “Seventeenth Supplemental Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Series Trustee”), and the Eighteenth Supplemental Indenture relating to the 2052 Notes, dated November 10, 2021 (“Eighteenth Supplemental Indenture”, and together with the Base Indenture and the Seventeenth Supplemental Indenture, the “Indenture”), between the Company and the Series 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) each of the Base Trustee and the Series Trustee has authorized, executed and delivered the Base Indenture, Seventeenth Supplemental Indenture or the Eighteenth Supplemental Indenture, as applicable, (ii) the Notes have been duly authenticated by the Series Trustee in accordance with the terms of the Indenture and (iii) each of the Base Indenture, Seventeenth Supplemental Indenture and the Eighteenth Supplemental Indenture is the valid, binding and enforceable obligation of the Base Trustee or the Series Trustee, as applicable.
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