Exhibit 5.1
May 17, 2002
Ingersoll-Rand Company Limited
Clarendon House
2 Church Street
Hamilton, HM 11 Bermuda
Ingersoll-Rand Company
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07677
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of Ingersoll-Rand
Company Limited, a Bermuda company (the "Company"), and of Ingersoll-Rand
Company, a New Jersey corporation (the "Guarantor"), and have acted as counsel
for the Company and the Guarantor in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by the Company and
the Guarantor with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), relating to (i)
Class A common shares of the Company, par value $1.00 per share (the "Common
Shares"); (ii) warrants to purchase Common Shares (the "Common Share
Warrants"); (iii) Preference Shares of the Company, par value $.001 per share
(the "Preference Shares"), which may be represented by depositary shares (the
"Depositary Shares") evidenced by depositary receipts (the "Depositary
Receipts"); (iv) warrants to purchase Preference Shares (the "Preference Share
Warrants"); (v) debt securities of the Company, which may be either senior
("Senior Debt Securities") or subordinated (the "Subordinated Debt
Securities") (collectively the "Debt Securities"); (vi) warrants to purchase
Debt Securities (the "Debt Security Warrants" and collectively with the Common
Share Warrants and the Preference Share Warrants, the "Securities Warrants");
(vii) guarantees of the Guarantor which may be issued in connection with the
Debt Securities (the "Guarantees"); (viii) contracts for the purchase and sale
of Common Shares or Preference Shares (the "Purchase Contracts"); (ix) Share
Purchase Units (the "Share Purchase Units") of the Company, consisting of a
Purchase Contract and either Debt Securities or debt obligations of third
parties, including U.S. Treasury Securities (the "Third Party Debt
Securities"), securing the holder's obligation to purchase the Common Shares
or the Preference Shares under the Purchase Contract; and (x) Common Shares,
Preference Shares, Debt Securities and Guarantees which may be issued upon
exercise of Securities Warrants or Purchase Contracts, whichever is
applicable. The Common Shares, the Preference Shares, the Depositary Shares,
the Debt Securities, the Guarantees, the Purchase Contracts, the Securities
Warrants and the Share
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Purchase Units are hereinafter referred to collectively as the "Securities."
The Securities may be issued and sold or delivered from time to time as set
forth in the Registration Statement, any amendment thereto, the prospectus
contained therein (the "Prospectus") and supplements to the Prospectus (the
"Prospectus Supplements") and pursuant to Rule 415 under the Act for an
aggregate initial offering price not to exceed $1,800,000,000 or the
equivalent thereof in one or more foreign currencies or composite currencies.
The Senior Debt Securities and the Guarantees thereof will be issued
under an Indenture (the "Senior Indenture") among the Company, the Guarantor
and the senior indenture trustee (the "Senior Trustee"). The Subordinated Debt
Securities and the Guarantees thereof will be issued under an Indenture (the
"Subordinated Indenture") among the Company, the Guarantor and the
subordinated indenture trustee (the "Subordinated Trustee"). The Senior
Indenture and the Subordinated Indenture are hereinafter referred to
collectively as the "Indentures."
The Purchase Contracts will be issued pursuant to a Purchase
Contract Agreement (the "Purchase Contract Agreement") between the Company and
the purchase contract agent (the "Purchase Contract Agent").
The Depositary Shares will be issued pursuant to a deposit agreement
(the "Deposit Agreement") between the Company and the depositary agent (the
"Depositary Agent").
The Common Share Warrants will be issued under a Common Share
Warrant Agreement (the "Common Share Warrant Agreement") between the Company
and the common share warrant agent. The Preference Share Warrants will be
issued under the Preference Share Warrant Agreement (the "Preference Share
Warrant Agreement") between the Company and the preference share warrant
agent. The senior Debt Security Warrants will be issued under a Senior Debt
Security Warrant Agreement (the "Senior Debt Security Warrant Agreement")
among the Company, the senior debt security warrant agent and the Senior
Trustee. The subordinated Debt Security Warrants will be issued under a
Subordinated Debt Security Warrant Agreement (the "Subordinated Debt Security
Warrant Agreement") among the Company, the subordinated debt security warrant
agent and the Subordinated Trustee. The Common Share Warrant Agreement, the
Preference Share Warrant Agreement, the Senior Debt Security Warrant Agreement
and the Subordinated Debt Security Warrant Agreement are hereinafter referred
to collectively as the "Warrant Agreements." Each party to a Warrant Agreement
other than the Company is referred to hereinafter as a "Counterparty."
I have examined, or supervised the examination of, the Registration
Statement and the forms of the Indentures, which have been filed with the
Commission as exhibits to the Registration Statement. I have also examined, or
supervised the examination of, the originals, or duplicates or certified or
conformed copies, of such records, agreements, instruments and other documents
and have made such other and further investigations as I have deemed relevant
and
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necessary in connection with the opinions expressed herein. As to questions of
fact material to this opinion, I have relied upon certificates of public
officials and of officers and representatives of the Company and the
Guarantor.
In rendering the opinions set forth below, I have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as duplicates or certified
or conformed copies, and the authenticity of the originals of such latter
documents. I also have assumed that: (1) at the time of execution,
authentication, issuance and delivery of the Senior Debt Securities, the
Senior Indenture will be the valid and legally binding obligation of the
Senior Trustee; (2) at the time of execution, authentication, issuance and
delivery of the Subordinated Debt Securities, the Subordinated Indenture will
be the valid and legally binding obligation of the Subordinated Trustee; (3)
at the time of execution, issuance and delivery of the Receipts, the Deposit
Agreement will be the valid and legally binding obligation of the Depositary
Agent; (4) at the time of execution, issuance and delivery of the Purchase
Contracts, the Purchase Contract Agreement will be the valid and legally
binding obligation of the Purchase Contract Agent; (5) at the time of
execution, countersignature, issuance and delivery of any Securities Warrants,
the related Warrant Agreement will be the valid and legally binding obligation
of each Counterparty thereto; and (6) the Company is validly existing under
the laws of Bermuda.
I have assumed further that at the time of execution,
authentication, issuance and delivery of the Indentures, the Debt Securities
and the Guarantees, the Indentures will have been duly authorized, executed
and delivered by the Guarantor.
I have assumed further that (1) at the time of execution,
authentication, issuance and delivery of the Indentures, the Debt Securities
and the Guarantees, the Indentures will have been duly authorized, executed
and delivered by the Company in accordance with its Memorandum of Association
and Bye-laws and the laws of Bermuda, (2) execution, delivery and performance
by the Company of the Indentures and the Debt Securities will not violate the
laws of Bermuda or any other applicable laws and (3) execution, delivery and
performance by the Company of the Indentures and the Debt Securities and the
Guarantees do not constitute a breach or violation of any agreement or
instrument which is binding upon Company.
I have assumed further that (1) at the time of execution, issuance
and delivery of the Purchase Contracts, the Purchase Contract Agreement will
have been duly authorized, executed and delivered by the Company in accordance
with its Memorandum of Association and Bye-laws and the laws of Bermuda, (2)
execution, delivery and performance by the Company of the Purchase Contract
Agreement and Purchase Contracts will not violate the laws of Bermuda or any
other applicable laws and (3) execution, delivery and performance by the
Company of the Purchase Contract Agreement and Purchase Contracts do not
constitute a breach or violation of any agreement or instrument which is
binding upon the Company.
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I have assumed further that (1) at the time of execution, issuance
and delivery of the Receipts, the Deposit Agreement will have been duly
authorized, executed and delivered by the Company in accordance with its
Memorandum of Association and Bye-laws and the laws of Bermuda, (2) execution,
delivery and performance by the Company of the Deposit Agreement and Receipts
will not violate the laws of Bermuda or any other applicable laws and (3)
execution, delivery and performance by the Company of the Deposit Agreement
and Receipts do not constitute a breach or violation of any agreement or
instrument which is binding upon the Company.
I have assumed further that (1) at the time of execution,
countersignature, issuance and delivery of any Securities Warrants, the
related Warrant Agreement will have been duly authorized, executed and
delivered by the Company in accordance with its Memorandum of Association and
Bye-laws and the laws of Bermuda, (2) execution, delivery and performance by
the Company of such Warrant Agreement and Securities Warrants will not violate
the laws of Bermuda or any other applicable laws and (3) execution, delivery
and performance by the Company of such Warrant Agreement and Securities
Warrants do not constitute a breach or violation of any agreement or
instrument which is binding upon the Company.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, I am of the opinion that:
1. With respect to the Debt Securities, assuming (a)
the taking of all necessary corporate action to authorize and approve
the issuance and terms of any Debt Securities, the terms of the
offering thereof and related matters by the Board of Directors of
the Company, a duly constituted and acting committee of such Board
or duly authorized officers of the Company (such Board of Directors,
committee or authorized officers being referred to herein as the
"Board") and (b) the due execution, authentication, issuance and
delivery of such Debt Securities, upon payment of the consideration
therefor provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the Board and
otherwise in accordance with the provisions of the applicable
Indenture and such agreement, such Debt Securities will constitute
valid and legally binding obligations of the Company enforceable
against the Company in accordance with their terms.
2. With respect to the Guarantees, assuming (a) the
taking of all necessary corporate action to authorize and approve the
issuance and terms of the Guarantees and related matters by the
Board of Directors of the Guarantor, a duly constituted and acting
committee of such Board or duly authorized officers of the
Guarantor, (b) the due execution, authentication, issuance and
delivery of the Debt Securities underlying such Guarantees, upon
payment of the consideration therefor provided for in the applicable
definitive purchase, underwriting or similar agreement approved by
the Board and otherwise in accordance with the provisions of the
applicable Indenture and such agreement and (c) the due execution,
issuance and delivery of such Guarantees, such
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Guarantees will constitute valid and legally binding obligations of
the Guarantor enforceable against the Guarantor in accordance with
their terms.
3. With respect to the Receipts, assuming (a) the
taking by the Board of all necessary corporate action to authorize
and approve the issuance and terms of the Preference Shares, (b) the
Preference Shares have been duly authorized and validly issued and
are fully paid, (c) the terms of the Depositary Shares and of their
issuance and sale have been duly established in conformity with the
terms of the Deposit Agreement, (d) the due issuance and delivery of
the Preference Shares, upon payment of the consideration therefore
provided for in the applicable definitive purchase, underwriting or
similar agreement approved by the Board and (e) Receipts evidencing
the Depositary Shares are duly issued against the deposit of the
Preference Shares in accordance with the Deposit Agreement, such
Receipts will be validly issued and entitle the holders thereof to
the rights specified in the Deposit Agreement.
4. With respect to the Purchase Contracts, assuming (a)
the taking of all necessary corporate action by the Board to
authorize and approve the issuance and terms of the Purchase
Contracts, the terms of the offering thereof, the execution and
delivery of the Purchase Contract Agreement and related matters and
(b) the due execution, issuance and delivery of the Purchase
Contracts, upon payment of the consideration for such Purchase
Contracts provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the Board and
otherwise in accordance with the provisions of the applicable
Purchase Contract Agreement and such agreement, the Purchase
Contracts will constitute valid and legally binding obligations of
the Company enforceable against the Company in accordance with their
terms.
5. With respect to the Securities Warrants, assuming
(a) the taking of all necessary corporate action by the Board to
authorize and approve the issuance and terms of the Securities
Warrants, the terms of the offering thereof, the execution and
delivery of a related Warrant Agreement and related matters and (b)
the due execution, countersignature, issuance and delivery of such
Securities Warrants, upon payment of the consideration for such
Securities Warrants provided for in the applicable definitive
purchase, underwriting or similar agreement approved by the Board
and otherwise in accordance with the provisions of the applicable
Warrant Agreement and such agreement, such Securities Warrants will
constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms.
6. With respect to the Share Purchase Units, assuming
(a) the taking of all necessary corporate action by the Board to
authorize and approve (1) the issuance and terms of the Share
Purchase Units, (2) the execution, delivery and terms of the
Purchase Contract Agreement with respect to the Purchase Contracts
which are a component of the
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Share Purchase Units, the terms of the offering thereof and related
matters and (3) the issuance and terms of the Debt Securities which
are a component of the Share Purchase Units, the terms of the
offering thereof and related matters, (b) the taking of all
necessary corporate action to authorize and approve the issuance and
terms of the Third Party Debt Securities which are a component of
the Share Purchase Units and related matters by the board of
directors of each third party, a duly constituted or acting
committee of such board or a duly authorized officer or officers of
each third party and (c) the due execution, authentication, in the
case of such Debt Securities and Third Party Debt Securities,
issuance and delivery of (1) the Share Purchase Units, (2) such
Purchase Contracts, (3) such Debt Securities and (4) such Third
Party Debt Securities, in each case upon the payment of the
consideration therefor provided for in the applicable definitive
purchase, underwriting or similar agreement approved by the Board
and in accordance with the provisions of the applicable Purchase
Contract Agreement, in the case of such Purchase Contracts, the
applicable Indenture, in the case of such Debt Securities, and the
applicable indenture, in the case of such Third Party Debt
Securities, such Share Purchase Units will constitute valid and
legally binding obligations of the Company, enforceable against the
Company in accordance with their terms.
My opinions set forth in paragraphs 1 through 6 above are subject to
the effects of (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, (ii) general equitable principles (whether
considered in a proceeding in equity or at law), (iii) an implied covenant of
good faith and fair dealing and (iv) the effects of the possible judicial
application of foreign laws or foreign governmental or judicial action
affecting creditors' rights.
I am a member of the Bar of the State of New York and the Bar of the
State of New Jersey, and I do not express any opinion herein concerning any
law other than the law of the State of New York, the law of the State of New
Jersey and the Federal law of the United States.
I hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement and to the use of my name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Patricia Nachtigal
Patricia Nachtigal, Esq.