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EXHIBIT 5.1
[Letterhead of Skadden, Arps, Slate, Meagher & Flom]
December 11, 1995
Cooper Industries, Inc.
Suite 4000, First City Tower
1001 Fannin
Houston, TX 77002
Re: Registration Statement on Form S-3 of
Cooper Industries, Inc. (file no. 33-63457)
Ladies and Gentlemen:
We have acted as special counsel to Cooper Industries, Inc., an
Ohio corporation (the "Company"), in connection with the public offering
(the "Offering") by the Company of its % Exchangeable Notes Due ,
1998 (the "Notes"). The Notes are to be issued pursuant to the Indenture,
as supplemented by the First Supplemental Indenture (as so supplemented,
the "Indenture"), to be entered into between the Company and Texas Commerce
Bank National Association, as trustee (the "Trustee").
This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as
amended (the "Act").
In connection with this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement on Form S-3 (Registration
No. 33-63457) relating to the Notes, as filed with the Securities and
Exchange Commission (the "Commission") on October 17, 1995, as amended by
Amendment No. 1 thereto, as filed with the Commission on November 24, 1995
and Amendment No. 2 thereto, as filed with the Commission on November 30, 1995
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Cooper Industries, Inc.
December 11, 1995
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(such Registration Statement, as so amended, being hereinafter referred to as
the "Registration Statement"); (ii) the form of the Underwriting Agreement (the
"Underwriting Agreement") proposed to be entered into between the Company,
as issuer, and Salomon Brothers Inc, Merrill Lynch & Co. and Schroder
Wertheim & Co. Incorporated, as representatives of the several underwriters
named therein (the "Underwriters"), filed as an exhibit to the Registration
Statement; (iii) the form of the Indenture filed as an exhibit to the
Registration Statement; (iv) the form of the Notes filed as an exhibit to
the Registration Statement; and (v) the Statement of Eligibility and
Qualification on Form T-1 of the Trustee filed as an exhibit to the
Registration Statement. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of
the Company and such agreements, certificates of public officials,
certificates of officers or other representatives of the Company and others
and such other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, 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. In
making our examination of executed documents, we have assumed that the
parties thereto had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed (a) the due
authorization by all requisite action, corporate or other, execution and
delivery by such parties of such documents and the taking of all other
requisite action by the parties thereto and (b) except as to the Company
with respect to the Indenture and the Notes, the validity and binding
effect thereof. As to any facts material to the opinions expressed herein
which were not independently established or verified, we have relied upon
oral or written statements and representations of officers and other
representatives of the Company and others.
In rendering the opinion set forth below, we have assumed that (a) the
execution and delivery by the Company of the Indenture and the DECS and the
performance by the Company of its obligations thereunder do not and will not
violate or conflict with any agreement or instrument to which the Company is a
party or by which the Company is bound or to which any of the property or
assets of the Company is subject or any applicable, judgment, order or decree
and (b) no consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation of the transactions
contemplated by the Underwriting Agreement, except such as have been obtained
under the Act and such as may be required under the blue sky laws of any
jurisdiction in connection with the purchase and distribution of the DECS by
the Underwriters and such other approvals as have been obtained.
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Cooper Industries, Inc.
December 11, 1995
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Members of our firm are admitted to the Bar of the State of New
York and we do not express any opinion as to the laws of any other
jurisdiction.
Based upon and subject to the foregoing, we are of the opinion
that when (i) the Registration Statement has become effective under the Act
and the Indenture has been qualified under the Trust Indenture Act of 1939,
as amended; (ii) the issuance and sale of the Notes has been duly
authorized by requisite corporate action on the part of the Company; (iii)
the Indenture and the Underwriting Agreement have been duly authorized,
executed and delivered; and (iv) the Notes have been duly authorized,
executed and authenticated in accordance with the terms of the Indenture
and delivered to and paid for by the Underwriters as contemplated by the
Underwriting Agreement, the Notes will be valid and binding obligations of
the Company, entitled to the benefits of the Indenture and enforceable
against the Company in accordance with their terms, except to the extent
that the enforcement thereof may be limited by (1) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or similar laws now or
hereafter in effect relating to creditors' rights generally and (2) general
principles of equity (regardless of whether enforceability is considered in
a proceeding at law or in equity).
We hereby consent to the use of our name in the Registration
Statement under the caption "Legal Matters" and to the filing of this
opinion as an exhibit to the Registration Statement. In giving such
consent, we do not thereby admit that we come within the category of
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Cooper Industries, Inc.
December 11, 1995
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persons whose consent is required under Section 7 of the Act or the rules
and regulations of the Commission thereunder.
Very truly yours,
Skadden, Arps, Slate, Meagher & Flom