Exhibit 5.1
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NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114.1190
TELEPHONE: +1.216.586.3939 • JONESDAY.COM
August 10, 2022
The Sherwin-Williams Company
101 West Prospect Avenue
Cleveland, Ohio 44115-1075
| Re: | $600,000,000 of 4.050% Senior Notes due 2024; and |
$400,000,000 of 4.250% Senior Notes due 2025 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 $600,000,000 aggregate principal amount of the Company’s 4.050% Senior Notes due 2024 (the “2024 Notes”) and $400,000,000 aggregate principal amount of the Company’s 4.250% Senior Notes due 2025 (the “2025 Notes” and, together with the 2024 Notes, the “Notes”), pursuant to the Underwriting Agreement, dated as of August 8, 2022 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan 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 August 10, 2022 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture relating to the 2024 Notes, dated August 10, 2022 (the “First Supplemental Indenture”), between the Company and the Trustee, and the Second Supplemental Indenture relating to the 2025 Notes, dated August 10, 2022 (together with the Base Indenture and the First 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.
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