EXHIBIT 5.1
[LETTERHEAD OF ROGERS & WELLS LLP]
August 6, 1998
Armstrong World Industries, Inc.
313 West Liberty Street
P.O. Box 3001
Lancaster, Pennsylvania 17604-3001
Re:Armstrong World Industries, Inc.
Registration Statement on Form S-3 (File No. 333-6333)
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Ladies and Gentlemen:
We have acted as special New York counsel to Armstrong World Industries, Inc., a
Pennsylvania corporation (the "Company"), in connection with the issuance and
sale by the Company to the Underwriters (as defined below) of $200 million
aggregate principal amount of the Company's 6.35% Senior Notes due 2003 (the
"2003 Notes") and $150 million aggregate principal amount of the Company's 6
1/2% Senior Notes due 2005 (the "2005 Notes," and together with the 2003 Notes,
the "Senior Notes"). The offering of the Senior Notes is being made pursuant to
the Company's Registration Statement on Form S-3 (as amended, and including a
prospectus supplement filed pursuant to Rule 424 of the Securities Act of 1933,
as amended, the "Registration Statement") which relates to the offer and sale by
the Company from time to time of up to $250,000,000 aggregate principal amount
of debt securities and $250,000,000 aggregate principal amount of debt
securities, common stock, $1.00 par value per share, shares of Class A preferred
stock, no par value per share, and depositary shares.
The 2003 Notes are being sold pursuant to that certain Underwriting Agreement
(the "2003 Underwriting Agreement"), dated August 6, 1998, by and among Chase
Securities Inc., Morgan Stanley & Co. Incorporated, BancAmerica Robertson
Stephens and HSBC Securities, Inc. (collectively, the "2003 Underwriters") and
the Company. The 2005 Notes are being sold pursuant to that certain
Underwriting Agreement (the "2005 Underwriting Agreement" and, together with
the 2003 Underwriting Agreement, the "Underwriting Agreements"), dated August 6,
1998, by and among Morgan Stanley & Co. Incorporated, Chase Securities Inc. and
J.P. Morgan Securities Inc. (collectively, the "2005 Underwriters" and,
together with the 2003 Underwriters, the "Underwriters") and the Company. The
Underwriting
Armstrong World Industries, Inc. 2 August 6, 1998
Agreements incorporate the terms and conditions of the "Underwriting Agreement
Standard Provisions - Debt Securities and Preferred Stock," and relate to the
purchase by the Underwriters, severally and not jointly, from the Company of the
Senior Notes. It is contemplated that the Senior Notes will be issued pursuant
to an indenture (the "Indenture"), dated August 6, 1996, between the Company and
The Chase Manhattan Bank (formerly known as Chemical Bank), as successor to
Mellon Bank, as trustee.
We have examined such documents, records, and matters of law as we have deemed
necessary for purposes of this opinion. In examining all such documents, we
have assumed the genuineness of all signatures, the authenticity of all
documents purporting to be originals, and the conformity to the respective
originals of all documents purported to be copies. In rendering the foregoing
opinions, we have relied as to certain factual matters upon certificates of
officers of the Company, and we have not independently verified the accuracy of
the statements contained therein.
Based on such examination and on the assumptions set forth below, we are of the
opinion that the Senior Notes have been duly authorized by the Company and,
when executed, authenticated, issued and delivered in the manner provided in the
Indenture against payment of the consideration therefor specified in the
Underwriting Agreements, will be entitled to the benefits of the Indenture, and
will be valid and legally binding obligations of the Company, enforceable in
accordance with their terms, except as enforceability may be limited by
bankruptcy, reorganization, moratorium, insolvency or similar laws affecting
creditors' rights generally, including without limitation, applicable fraudulent
transfer laws, and general principles of equity, including without limitation,
concepts of materiality, reasonableness, good faith and fair dealing (regardless
of whether the enforceability of such rights or the availability of such
remedies is considered in a proceeding in equity or at law).
The opinion set fourth in this letter relates only to the federal laws of the
United States of America and the laws of the State of New York. As to matters of
Pennsylvania law relevant to the opinions set forth above, we have relied on the
opinion of David D. Wilson, Associate General Counsel of the Company, dated the
date hereof a copy of which is filed as Exhibit 5.2 to the Company's Current
Report on Form 8-K, and dated August 6, 1998 (the "Form 8-K").
We assume no obligation to advise you of any changes in the foregoing subsequent
to the delivery of this opinion. This opinion has been prepared solely for your
use in connection with the filing of the Form 8-K incorporated by reference into
the Registration Statement, and should not be quoted in whole or in part or
otherwise be referred to, nor otherwise be filed with or furnished to any
governmental agency or other person or entity, without our express prior written
consent.
Armstrong World Industries, Inc. 3 August 6, 1998
We hereby consent to the filing of this opinion as an exhibit to the Form 8-K
and to the use of our name in the Registration Statement under the caption
"Legal Matters." In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Rogers & Wells LLP