Exhibit 5.1
1420 PEACHTREE STREET, N.E. • SUITE 800 • ATLANTA, GEORGIA 30309.3053
TELEPHONE: +1.404.521.3939 • FACSIMILE: +1.404.581.8330
November 6, 2018
Eastman Chemical Company
200 South Wilcox Drive
Kingsport, Tennessee 37662
| | | | |
| | Re: | | $300,000,000 Aggregate Principal Amount of 3.500% Notes due 2021 and $500,000,000 Aggregate Principal Amount of 4.500% Notes due 2028 of Eastman Chemical Company |
Ladies and Gentlemen:
We are acting as counsel for Eastman Chemical Company, a Delaware corporation (the “Company”), in connection with the issuance and sale of $300,000,000 aggregate principal amount of its 3.500% Notes due 2021 (the “2021 Notes”) and $500,000,000 aggregate principal amount of its 4.500% Notes due 2028 (the “2028 Notes” and, together with the 2021 Notes, the “Notes”), pursuant to the Underwriting Agreement, dated October 30, 2018 (the “Underwriting Agreement”), entered into by and among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting as representatives of the several underwriters listed inSchedule 1 thereto (collectively, the “Underwriters”). The Notes have been issued pursuant to an indenture, dated as of June 5, 2012 (the “Indenture”), by and between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and an Officers’ Certificate, dated November 6, 2018, setting forth the terms of the Notes.
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 such 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.
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 Indenture and (iii) the Indenture is the valid, binding and enforceable obligation of the Trustee.
ALKHOBAR • AMSTERDAM • ATLANTA • BEIJING • BOSTON • BRISBANE • BRUSSELS • CHICAGO • CLEVELAND • COLUMBUS • DALLAS
DETROIT • DUBAI • DÜSSELDORF • FRANKFURT • HONG KONG • HOUSTON • IRVINE • LONDON • LOS ANGELES • MADRID • MELBOURNE
MEXICO CITY • MIAMI • MILAN • MINNEAPOLIS • MOSCOW • MUNICH • NEW YORK • PARIS • PERTH • PITTSBURGH • RIYADH
SAN DIEGO • SAN FRANCISCO • SÃO PAULO • SHANGHAI • SILICON VALLEY • SINGAPORE • SYDNEY • TAIPEI • TOKYO • WASHINGTON