Exhibit 5.1
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NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114.1190
TELEPHONE: +1.216.586.3939 • FACSIMILE: +1.216.579.0212
August 2, 2021
The Timken Company
4500 Mount Pleasant Street NW
North Canton, Ohio 44720
| Re: | Registration Statement on Form S-3 Filed by The Timken Company |
Ladies and Gentlemen:
We have acted as counsel for The Timken Company, an Ohio corporation (the “Company”), in connection with the authorization of the issuance and sale from time to time, on a continuous or delayed basis, by the Company of an indeterminate amount of: (i) shares of common stock, without par value, of the Company (the “Common Stock”); (ii) shares of Class I Serial Preferred Stock, without par value, of the Company (the “Class I Preferred Stock”), in one or more series, certain of which may be convertible into or exchangeable for Common Stock; (iii) shares of Class II Serial Preferred Stock, without par value, of the Company (together with the Class I Preferred Stock, the “Preferred Stock”), in one or more series, certain of which may be convertible into or exchangeable for Common Stock; and (iv) debt securities of the Company (the “Debt Securities”), in one or more classes or series, in each case, as contemplated by the Registration Statement on Form S-3 to which this opinion is filed as an exhibit (as the same may be amended from time to time, the “Registration Statement”). The Common Stock, the Preferred Stock and the Debt Securities are collectively referred to herein as the “Securities.” The Securities may be offered and sold from time to time pursuant to Rule 415 under the Securities Act of 1933 (the “Act”).
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:
| 1. | The shares of Common Stock, upon receipt by the Company of such lawful consideration therefor as the Company’s Board of Directors (or an authorized committee thereof) may determine, will be validly issued, fully paid and nonassessable. |
| 2. | The shares of Preferred Stock, upon receipt by the Company of such lawful consideration therefor as the Company’s Board of Directors (or an authorized committee thereof) may determine, will be validly issued, fully paid and nonassessable. |
| 3. | The Debt Securities, upon receipt by the Company of such lawful consideration therefor as the Company’s Board of Directors (or an authorized committee thereof) may determine, will constitute valid and binding obligations of the Company. |
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