May 23, 1994
Ingersoll-Rand Company
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
Re: Ingersoll-Rand Company-Registration Statement on Form S-3
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Gentlemen:
I am the Vice President and General Counsel of Ingersoll-
Rand Company, a New Jersey corporation (the "Company"), and am
familiar with the proposed offering, issuance and sale by the
Company of unsecured debt securities having an aggregate
principal amount of up to $200,000,000 (the "Securities"). The
Securities are described in a Registration Statement on Form S-3
(the "Registration Statement") to be filed by the Company with
the Securities and Exchange Commission under the Securities Act
of l933, as amended (the "Act").
The Securities will be issued in accordance with the
provisions of the Indenture dated as of August l, l986, as
supplemented (the "Indenture"), between the Company and The Bank
of New York, as Trustee (the "Trustee"). The Securities will be
sold from time to time as set forth in the Registration
Statement, the prospectus contained therein (the "Prospectus")
and supplements to the Prospectus.
In arriving at the opinions expressed below, I, or attorneys
under my supervision in the Law Department of the Company, have
examined copies of the Registration Statement (as proposed to be
filed) and the Indenture (as supplemented and filed as an exhibit
to the Registration Statement). In addition, I, or attorneys
under my supervision in the Law Department of the Company, have
examined the originals, or copies certified or otherwise
identified to my or their satisfaction, of such corporate records
of the Company, such certificates of public officials, officers
and representatives of the Company and such other certificates
and instruments, and have made such investigations of law, as I
or they have deemed appropriate as a basis for the opinions
hereinafter expressed.
-2-
Based on the foregoing, it is my opinion that:
1. The Securities have been duly authorized by the Company.
2. When the Securities have been duly executed,
authenticated and delivered in the form established in or
pursuant to any Board Resolution (as such term is defined
in the Indenture) or indenture supplemental to the
Indenture, and sold as described in the Registration
Statement, including the prospectus and supplements
thereto relating to the Securities, the Securities will
constitute legal, valid and binding obligations of the
Company entitled to the benefits provided in the
Indenture, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors' rights generally
and, as to enforceability, to general principles of
equity (regardless of whether enforceability is
considered in a proceeding in equity or at law).
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to me under
the caption "Legal Matters" in the Prospectus. By giving such
consent, I do not thereby admit that I am an expert with respect
to any part of the Registration Statement, including this
exhibit, within the meaning of the term "expert" as used in the
Act or the rules and regulations of the Securities and Exchange
Commission issued thereunder.
This opinion is limited to the laws (including the corporate
laws) of the State of New Jersey and the federal laws of the
United States.
Very truly yours,
/s/ Patricia Nachtigal
Patricia Nachtigal
Vice President and
General Counsel
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