EXHIBIT 5.2
[LETTERHEAD OF ARMSTRONG WORLD INDUSTRIES, INC.]
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:
I am the Assistant Secretary and Associate General Counsel of Armstrong World
Industries, Inc., a Pennsylvania corporation (the "Company"). This opinion is
being rendered 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 $500,000,000 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 (the "Trustee").
I have examined such documents, records, and matters of law as I have deemed
necessary for purposes of this opinion. In examining all such documents, I 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, I
have relied as to certain factual matters upon certificates of officers of the
Company, and I have not independently verified the accuracy of the statements
contained therein. Based on such examination and on the assumptions set forth
below, I am 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).
In rendering the foregoing opinion, my examination of matters of law has been
limited to the laws of the Commonwealth of Pennsylvania.
I 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 on August 12, 1998 and
incorporation 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
my express prior written consent, except that Rogers & Wells LLP may rely on
this opinion as if it was addressed to them.
I hereby consent to the filing of this opinion as an exhibit to the Form 8-K and
incorporation by reference into the Registration Statement and to the use of my
name therein under the
Armstrong World Industries, Inc. 3 August 6, 1998
caption "Legal Matters." In giving this consent, I do not admit that I am
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/ David D. Wilson