Exhibit 5.1
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March 28, 2022
The Timken Company
4500 Mount Pleasant St. N.W.
North Canton, Ohio 44720
| Re: | $350,000,000 of 4.125% Senior Notes due 2032 of The Timken Company |
Ladies and Gentlemen:
We are acting as counsel for The Timken Company, an Ohio corporation (the “Company”), in connection with the issuance and sale of $350,000,000 aggregate principal amount of the Company’s 4.125% Senior Notes due 2032 (the “Notes”), pursuant to the Underwriting Agreement, dated March 22, 2022 (the “Underwriting Agreement”), by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, acting as representatives of the several Underwriters listed in Schedule I thereto (in such capacity, the “Representatives”). The Notes are being issued under the Indenture, dated as of March 28, 2022 (the “Base Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented and amended by the First Supplemental Indenture, dated as of March 28, 2022 (the Base Indenture, as so supplemented and amended, the “Indenture”), by and 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 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 will 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.
The opinion expressed herein is limited by: (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations or judicial doctrines from time to time in effect relating to or affecting creditors’ rights generally, and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.