Exhibit 5.1
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 | | FOLEY & LARDNER LLP ATTORNEYS AT LAW 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202-5306 414.271.2400 TEL 414.297.4900 FAX WWW.FOLEY.COM |
April 30, 2020
Snap-on Incorporated
2801 80th Street
Kenosha, Wisconsin 53143
Ladies and Gentlemen:
We have acted as counsel forSnap-on Incorporated, a Delaware corporation (the “Company”), in connection with a Registration Statement on FormS-3 (RegistrationNo. 333-228730) (the “Registration Statement”), including the prospectus constituting a part thereof, dated December 10, 2018, and the prospectus supplement, dated April 27, 2020 (collectively, the “Prospectus”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance and sale by the Company of $500,000,000 aggregate principal amount of the Company’s 3.100% Notes due 2050 (the “Securities”) in the manner set forth in the Registration Statement and the Prospectus. The Securities have been issued under the Indenture, dated as of January 8, 2007 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), and the related Officers’ Certificate (the “Officers’ Certificate”), dated as of April 30, 2020, which establishes and sets forth certain terms and conditions of the Securities.
As counsel to the Company in connection with the issuance and sale of the Securities, we have examined: (i) the Registration Statement, including the Prospectus and the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (ii) the Indenture and the Officers’ Certificate; (iii) the Securities; and (iv) such other proceedings, documents and records as we have deemed necessary to enable us to render the opinions set forth below.
In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing and the other matters set forth herein, assuming that (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified to engage in the activities contemplated by the Indenture, (ii) each of the Indenture and the Officers’ Certificate has been duly authorized, executed and delivered by, and represents the valid and binding obligations of, the Trustee and (iii) the Securities have been duly authenticated by the Trustee, and having regard for such legal considerations as we deem relevant, we are of the opinion that the Securities, at the time of delivery by the Company in the manner and for the consideration contemplated by the Registration Statement and the Prospectus, will be legally issued and valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforcement is considered in a proceeding in equity or at law).
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