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EXHIBIT 5
INGERSOLL-RAND World Headquarters
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Ingersoll-Rand Company
Woodcliff Lake, New Jersey 07675-8738
June 15, 1995
Ingersoll-Rand Company
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
Re: Ingersoll-Rand Company-Registration Statement on Form S-3
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 $750,000,000 (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 1, 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.
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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
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Patricia Nachtigal
Vice President and
General Counsel
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