Exhibit 5.2
[LETTERHEAD OF ARMSTRONG WORLD INDUSTRIES]
March 16, 1999
Armstrong World Industries, Inc.
2500 Columbia Avenue
Lancaster, Pennsylvania 17603
Re: Registration on Form S-3 of $1,000,000,000 of Debt Securities,
Common Stock, Preferred Stock, Warrants and Depositary Shares
Ladies and Gentlemen:
I am the Senior Attorney of Armstrong World Industries, Inc., a
Pennsylvania corporation (the "Company"). This opinion is being rendered in
connection with the preparation and filing of the Company's Registration
Statement on Form S-3 (as the same may be amended and supplemented from time
to time, the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Securities Act"), covering the offer and sale by the Company from time
to time of up to $1,000,000,000 aggregate amount of the following securities:
(i) unsecured debt securities which may be either senior or subordinated debt
securities in one or more series (the "Debt Securities"), which, in each case
are to be issued under Indentures (each an "Indenture" and together, the
"Indentures") entered into between the Company and The First National Bank of
Chicago, as trustee thereunder (the "Trustee"); (ii) shares of common stock,
par value $1.00 per share (the "Common Stock"), with Preferred Stock Purchase
Rights attached to each share of Common Stock (the "Rights"); (iii) shares of
the Company's Class A Preferred Stock , no par value per share (the "Preferred
Stock"), in one or more series, which may also be issued in the form of
depositary shares (the "Depositary Shares") evidenced by depositary receipts
(the "Receipts"); and (iv) warrants or other rights to purchase Debt
Securities, Common Stock or Preferred Stock (the "Warrants"). The Debt
Securities, Common Stock, Preferred Stock, Depositary Shares and Warrants are
collectively referred to herein as the "Securities." Except as otherwise
defined herein, capitalized terms have the meanings provided in the
Registration Statement. The Registration Statement provides that the
Securities may be offered separately or together, in separate series, in
amounts, at prices and on terms to be set forth in one or more supplements to
the prospectus (each, a "Prospectus Supplement").
In rendering the opinions expressed herein, I have examined: the
Registration Statements; the Articles of Incorporation and Bylaws of the
Company, each as amended to date; and such corporate proceedings of the
Company and such other documents as I have deemed necessary. As to questions
of fact material to the opinions expressed herein, I have relied on
certificates of officers of the Company and have not independently verified
the accuracy of the information contained therein.
In such examination, I have assumed the genuineness of all signatures, the
authenticity of all documents, certificates and instruments submitted to me as
originals, the conformity with originals of all documents submitted to me as
copies and the absence of any amendments or modifications to those items
reviewed by me.
I have assumed that (i) prior to the issuance of any shares of Common
Stock, Preferred Stock, Warrants or Depositary Shares (or securities
convertible into shares of Common Stock), there will exist, under the Articles
of Incorporation, the requisite number of authorized but unissued shares of
Common Stock or Preferred Stock, as the case may be; and (ii) appropriate
certificates representing shares of Common Stock or Preferred Stock, as the
case may be, or Receipts evidencing Depositary Shares, will be executed and
delivered upon the issuance and sale of any such securities, and that such
certificates or Receipts will comply with all applicable requirements of
Pennsylvania law.
I have also assumed that (i) the issuance, sale, amount and terms of the
Securities to be offered from time to time will be authorized and determined
by proper action of the Board of Directors of the Company (each, a "Board
Action") and will be in accordance with the Company's Articles of
Incorporation and applicable Pennsylvania law, (ii) the resolutions
authorizing the Company to register, offer, sell, and issue the Securities
will remain in effect and unchanged at all times during which the Securities
are offered, sold, or issued by the Company, (iii) the interest rate on the
Debt Securities will not be higher than the lawful rate permitted from time to
time under applicable law, (iv) the Registration Statement, and any amendments
thereto, will have become, and at the time of issuance of the Securities will
continue to be effective, (v) a Prospectus Supplement relating to the
Securities offered pursuant to the Registration Statement will have been filed
with the Commission, and (vi) all Securities will be issued in compliance with
applicable federal and state securities laws.
To the extent that the obligations of the Company under a deposit agreement
may be dependent upon such matters, I have assumed for purposes of this
opinion that the depositary is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the
depositary is duly qualified to engage in the activities contemplated by the
deposit agreement; that the deposit agreement has been duly authorized,
executed and delivered by the depositary and constitutes the legally valid and
binding obligation of the depositary enforceable against the depositary in
accordance with its terms; that the depositary is in compliance, generally,
with respect to acting as depositary under the deposit agreement, with all
applicable laws and regulations; and that the depositary has the requisite
organizational and legal power and authority to perform its obligations under
the deposit agreement.
Based upon the foregoing and such examination of law as I have deemed
necessary, and subject to the qualifications and exceptions herein, I am of
the opinion that:
1. The Debt Securities, when (a) duly executed by the Company and
authenticated by the Trustee in accordance with the provisions of the
applicable Indenture and issued and sold (x) in accordance with the
Registration Statement and applicable Prospectus Supplement or (y)
upon exercise of Warrants as contemplated by the Registration
Statement and the applicable Prospectus Supplement, and (b) delivered
to the purchaser or purchasers thereof against receipt by the Company
of such lawful consideration therefor as the Company's Board of
Directors (or a duly authorized committee thereof or a duly authorized
officer of the Company) may determine, will be valid and binding
obligations of the Company enforceable against the Company in
accordance with their respective terms and entitled to the benefits of
the applicable Indenture.
2. The Common Stock with the attached Rights, when (a) duly issued and
sold in accordance with the Registration Statement and the applicable
Prospectus Supplement or upon conversion of Debt Securities or
Preferred Stock, or upon exercise of Warrants as contemplated by the
Registration Statement and the applicable Prospectus Supplement and
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(b) delivered to the purchaser or purchasers thereof against receipt
by the Company of such lawful consideration therefor as the Company's
Board of Directors (or a duly authorized committee thereof or a duly
authorized officer of the Company) may determine will be validly
issued, fully paid and nonassessable.
3. The Preferred Stock, when (a) (i) duly issued and sold in accordance
with the Registration Statement and applicable Prospectus Supplement
or upon conversion of Debt Securities, or upon exercise of Warrants as
contemplated by the Registration Statement and the applicable
Prospectus Supplement, and (ii) delivered to the purchaser or
purchasers thereof against receipt by the Company of such lawful
consideration therefor as the Company's Board of Directors (or a duly
authorized committee thereof or a duly authorized officer of the
Company) may determine or (b) duly issued pursuant to the exchange of
validly issued and fully paid Depositary Shares in accordance with the
terms of the applicable and valid and binding deposit agreement, will
be validly issued, fully paid and non-assessable.
4. The Warrants, when (a) duly issued and sold in accordance with the
Registration Statement and the applicable Prospectus Supplement and
the provisions of the applicable and valid and binding warrant
agreement, and (b) delivered to the purchaser or purchasers thereof
against receipt by the Company of such lawful consideration therefor
as the Company's Board of Directors (or a duly authorized committee
thereof or a duly authorized officer of the Company) may determine,
will be validly issued, fully paid and non-assessable.
5. The Depositary Shares, when (a) duly issued and sold in accordance
with the Registration Statement and the applicable Prospectus
Supplement, and (b) the Receipts in the form contemplated and
authorized by a valid and binding deposit agreement have been duly
executed and delivered by the depositary and delivered to the
purchaser or purchasers thereof against receipt by the Company of such
lawful consideration therefor as the Company's Board of Directors (or
duly authorized committee thereof or a duly authorized officer of the
Company ) may determine will be validly issued and will entitle the
holders thereof to the rights specified in the Receipts and such
deposit agreement.
The opinions stated herein relating to the validity and binding nature of
obligations of the Company are subject to (i) the effect of any applicable
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or similar laws affecting
creditors' rights generally and (ii) the effect of general principles of
equity (regardless of whether considered in a proceeding in equity or at law).
I am a member of the bar of the Commonwealth of Pennsylvania and express no
opinion as to the laws of any jurisdiction other than the Federal law of the
United States and the laws of the Commonwealth of Pennsylvania and all
references to governmental authorities are to Federal and Pennsylvania
authorities.
I consent to the reliance on this opinion by Rogers & Wells LLP, in
rendering their opinion to you in connection with the filing of the
Registration Statement. I hereby consent to the filing of a copy of this
opinion as an exhibit to the Registration Statement. In giving this consent I
do not admit that I am within the category of persons whose consent in
required under Section 7 of the Act, or the Rules and Regulation of the
Commission promulgated thereunder.
Very truly yours,
/s/ Douglas S. Brossman
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