Exhibit 5
January 31, 2001
Board of Directors
McCormick & Company, Incorporated
18 Loveton Circle
Sparks, Maryland 21152
Ladies and Gentlemen:
We are acting as counsel to McCormick & Company, Incorporated, a
Maryland corporation (the "Company"), in connection with its registration
statement on Form S-3, as amended (the "Registration Statement") (Reg. No.
333-46490), filed with the Securities and Exchange Commission (the "Commission")
relating to the proposed public offering of up to $375,000,000 in aggregate
amount of one or more series of unsecured and unsubordinated debt securities
(the "Debt Securities"), all of which Debt Securities may be offered and sold by
the Company from time to time as set forth in the prospectus which forms a part
of the Registration Statement (the "Prospectus"), and as set forth in one or
more supplements to the Prospectus (each, a "Prospectus Supplement").
This opinion letter is rendered in connection with the public
offering of $150,000,000 of five-year, fixed rate Debt Securities of the
Company (the "Five-Year Notes") and $150,000,000 of seven-year, fixed rate
Debt Securities of the Company (the "Seven-Year Notes"), as described in the
Registration Statement and the related Prospectus Supplement. This opinion
letter is furnished to you at your request to enable you to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section
229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The final Prospectus dated January 23, 2001, and the final
Prospectus Supplement dated January 23, 2001, each as
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filed pursuant to Rule 424(b) under the Securities Act of 1933,
as amended (the "Securities Act").
3. The Order of the Commission dated January 23, 2001, declaring the
Registration Statement effective.
4. A memorandum to the file dated January 30, 2001, regarding
telephonic confirmation from the staff of the Commission of the
effectiveness of the Registration Statement.
5. The Articles of Restatement of the Company, with amendments
thereto (the "Charter"), as certified by the State Department of
Assessments and Taxation of the State of Maryland on January 25,
2001 and as certified by the Assistant Secretary of the Company
on the date hereof as then being complete, accurate and in
effect.
6. The Bylaws of the Company, as certified by the Assistant
Secretary of the Company as of the date hereof as then being
complete, accurate and in effect.
7. The Indenture (the "Indenture"), dated as of December 5, 2000,
between the Company and SunTrust Bank, as trustee (the
"Trustee"), pursuant to which the Five-Year Notes and Seven-Year
Notes were issued.
8. Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of a Corporation designated to act as trustee dated
September 18, 2000.
9. Copies of the executed global notes representing the Five-Year
Notes and the Seven-Year Notes.
10. Resolutions of the Board of Directors of the Company adopted on
September 19, 2000, as certified by the Assistant Secretary of
the Company as of the date hereof as then being complete,
accurate and in effect, relating to the filing by the Company of
the Registration Statement and related matters.
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of all natural persons,
the accuracy and completeness of all documents submitted to us, the authenticity
of all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
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For purposes of this opinion letter, we have assumed that (i)
the Trustee has all requisite power and authority under all applicable laws,
regulations and governing documents to execute, deliver and perform its
obligations under the Indenture, (ii) the Trustee has duly authorized, executed
and delivered the Indenture, (iii) the Trustee is validly existing and in good
standing in all necessary jurisdictions, (iv) the Indenture constitutes a valid
and binding obligation, enforceable against the Trustee in accordance with its
terms and (v) there has been no material mutual mistake of fact or
misunderstanding or fraud, duress or undue influence, in connection with the
negotiation, execution or delivery of the Indenture.
This opinion letter is based as to matters of law solely on
the Maryland General Corporation Law and New York contract law (but not
including any statutes, ordinances, administrative decisions, rules or
regulations of any political subdivision of the State of New York). We express
no opinion herein as to any other laws, statutes, regulations, or ordinances.
Based upon, subject to and limited by the foregoing, we are of
the opinion that the Five-Year Notes and the Seven-Year Notes constitute valid
and binding obligations of the Company, enforceable in accordance with their
terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights (including, without
limitation, the effect of statutory and other law regarding fraudulent
conveyances, fraudulent transfers and preferential transfers) and except as may
be limited by the exercise of judicial discretion and the application of
principles of equity, including, without limitation, requirements of good faith,
fair dealing, conscionability and materiality (regardless of whether the
Five-Year Notes and the Seven-Year Notes are considered in a proceeding in
equity or at law).
The opinion expressed above shall be understood to mean only
that if there is a default in performance of an obligation, (i) if a failure to
pay or other damage can be shown and (ii) if the defaulting party can be brought
into a court which will hear the case and apply the governing law, then, subject
to the availability of defenses and to the exceptions set forth in such opinion,
the court will provide a money damage (or perhaps injunctive or specific
performance) remedy.
This opinion letter has been prepared solely for your use in
connection with the Registration Statement and speaks as of the date hereof. We
assume no obligation to advise you of any changes in the foregoing subsequent to
the delivery of this opinion letter.
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We hereby consent to the filing by the Company of this opinion
letter with the Commission and to the reference to this firm under the caption
"Legal Matters" in the Prospectus and the Prospectus Supplement. In giving this
consent, we do not thereby admit that we are an "expert" within the meaning of
the Securities Act.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
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