Exhibit 5.1
[Letterhead of Simpson Thacher & Bartlett]
March 9, 1998
Ingersoll-Rand Company
Ingersoll-Rand Financing I
c/o Ingersoll Rand Company
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
Ladies and Gentlemen:
We have acted as counsel to Ingersoll-Rand Company, a New
Jersey corporation (the "Company"), and Ingersoll-Rand Financing I, a
Delaware statutory business trust (the "Trust"), in connection with the
Registration Statement on Form S-3 (the "Registration Statement") filed by
the Company with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, relating to (i) common stock,
par value $2 per share (the "Common Stock"), of the Company, (ii) debentures
of the Company (the "Trust Debentures") to be purchased by the Trust with the
proceeds from the sale of capital securities representing undivided
beneficial ownership interests in the Trust (the "Capital Securities"), (iii)
stock purchase contracts of the Company to purchase Common Stock (the "Stock
Purchase Contracts"), (iv) stock purchase units of the Company, each
representing ownership of (x) a Stock Purchase Contract and (y) a beneficial
interest in the Capital Securities or debt obligations of third parties,
including U.S. Treasury Securities, securing the holder's obligation to
purchase Common Stock under the Stock Purchase Contracts (the "Stock Purchase
Units"), (v) guarantees of certain payment obligations with respect to the
Capital Securities by the Company to be executed by the Company and The First
National Bank of Chicago, as guarantee trustee (the "Guarantees") and (vi)
the Capital Securities of the Trust, each (i) through (vi) to be issued and
sold by the Company or the Trust, as applicable, from time to time pursuant
to Rule 415 under the Act for an aggregate initial offering price not to
exceed $600 million.
We have examined (i) the Registration Statement, (ii) the form
of Indenture to be executed by the Company and The Bank of New York, as
trustee (the "Trust Debenture Indenture") and (iii) the form of Guarantee
Agreement to be executed by the Company and The First National Bank of
Chicago, as guarantee trustee (the "Guarantee Agreement"). In addition, we
have examined, and have relied as to matters of fact upon, the originals or
copies, certified or otherwise identified to our satisfaction, of such
corporate records, agreements, documents and other instruments and such
certificates or comparable documents of public officials and of officers and
representatives of the Company and the Trust, and have made such other and
further investigations, as we have deemed relevant and necessary as a basis
for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
We have also assumed that (i) the Registration Statement, and
any amendments thereto (including post-effective amendments), including the
form of prospectus included therein (as supplemented, the "Prospectus"), will
have become effective under the Act, (ii) one or more prospectus supplements
will have been prepared and filed with the Commission describing the Trust
Debentures, the Stock Purchase Contracts and/or the Guarantees offered
thereby, (iii) all Trust Debentures, Stock Purchase Contracts and Guarantees
issued will be issued and sold in compliance with applicable federal and
state securities laws and solely in the manner stated in the Registration
Statement and the appropriate prospectus supplement, and (iv) a definitive
purchase, underwriting or similar agreement or stock purchase contract with
respect to any Trust Debentures, Stock Purchase Contracts or Guarantees
offered will have been duly authorized and validly executed and delivered by
the Company and the other parties thereto.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. With respect to the Trust Debentures to be issued
under the Trust Debenture Indenture, when (i) the Trust Debenture
Indenture has been duly authorized, executed and delivered by the
Company to the trustee in accordance with applicable law, (ii) the
Trust Debenture Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), (iii)
the Board of Directors of the Company, a duly constituted and acting
committee of such Board or duly authorized officer of the Company
(such Board of Directors, committee or authorized officer being
hereinafter referred to as the "Board"), has taken all necessary
corporate action to approve the issuance and terms of such Trust
Debentures, the terms of the offering thereof and related matters in
accordance with applicable law and (iv) such Trust Debentures have
been duly executed, authenticated, issued and delivered in accordance
with the provisions of the Trust Debenture Indenture and applicable
law and upon payment of the consideration therefor provided for in the
applicable definitive purchase, underwriting or similar agreement
approved by the Board, such Trust Debentures will constitute valid and
legally binding obligations of the Company, enforceable against the
Company in accordance with their terms.
2. With respect to the Stock Purchase Contracts,
when (i) the Board has taken all necessary corporate action to approve
the issuance and terms of such Stock Purchase Contracts, the terms of
the offering thereof and related matters in accordance with applicable
law and (ii) such Stock Purchase Contracts have been duly executed,
issued and delivered in accordance with applicable law and upon
payment of the consideration therefor provided for in the applicable
definitive purchase, underwriting or similar agreement approved by the
Board, such Stock Purchase Contracts will constitute valid and legally
binding obligations of the Company, enforceable against the Company in
accordance with their terms.
3. With respect to the Guarantees, when (i) the
Guarantee Agreement has been duly authorized, executed and delivered
by the Company to the guarantee trustee in accordance with applicable
law, (ii) the Guarantee Agreement has been duly qualified under the
Trust Indenture Act in accordance with applicable law, (iii) the Board
has taken all necessary corporate action to approve the issuance and
terms of such Guarantees, the terms of the offering thereof and
related matters in accordance with applicable law and (iv) such
Guarantees have been duly executed, issued and delivered in accordance
with applicable law and in accordance with the provisions of the
Guarantee Agreement and the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment
of the consideration therefore provided for therein, such Guarantees
will constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms.
Our opinions set forth above are subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally,
general equitable principles (whether considered in a proceeding in equity or
at law) and an implied covenant of good faith and fair dealing.
We are members of the Bar of the State of New York and we do
not express any opinion herein concerning any law other than the law of the
State of New York and the federal law of the United States.
We hereby consent to the filing of this opinion of counsel as
Exhibit 5.1 to the Registration Statement and to the use of our name under
the caption "Legal Matters" in the Prospectus forming a part of the
Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT