EXHIBIT 5.1
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
Wilmington, DE 19801
Telephone (302) 651-3000
November 9, 2001
Textron Capital II
Textron Capital III
c/o Textron Inc.
40 Westminster Street
Providence, Rhode Island 02903
Re: Textron Inc.; Textron Capital II; Textron Capital III;
Registration Statement on Form S-3 (Registration No. 333-84599)
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Ladies and Gentlemen:
We have acted as special counsel to Textron Capital II and Textron Capital
III (each, a "Textron Trust" and, together, the "Textron Trusts"), each a
statutory business trust formed under the laws of the State of Delaware, and
Textron Inc. (the "Company"), a Delaware corporation, in connection with the
Registration Statement (the "Registration Statement") on Form S-3 (No.
333-84599) filed by the Company and the Textron Trusts with the Securities and
Exchange Commission (the "Commission") on August 5, 1999 under the Securities
Act of 1933, as amended (the "Securities Act"). The Registration Statement
relates to the offering and sale from time to time pursuant to Rule 415 of the
General Rules and Regulations promulgated under the Securities Act (the
"Regulations") of preferred securities of each of the Textron Trusts (the "Trust
Preferred Securities") and certain other securities. The Trust Preferred
Securities of each Textron Trust are to be issued pursuant to the Amended and
Restated Declaration of Trust of such Textron Trust (each, a "Declaration" and
collectively, the "Declarations"), each such Declaration being among the
Company, as sponsor and as the issuer of certain debentures to be held by the
institutional trustee, The Bank of New York, as the institutional trustee, The
Bank of New York (Delaware), as Delaware trustee, and certain regular trustees
named therein.
This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement as filed with the Commission; (ii) the Amended and Restated
Certificates of Trust of each of the Textron Trusts included as exhibits to the
Registration Statement; (iii) the form of Declaration of each of the Textron
Trusts included as an exhibit to the Current Report on Form 8-K filed on the
date hereof (including the designations of the terms of the Trust Preferred
Securities of such Textron Trust annexed thereto); (iv) the form of the
Preferred Security Certificate, evidencing the Trust Preferred Securities of
each of the Textron Trusts, annexed to the form of Declaration of each of the
Textron Trusts; and (v) the Statements of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, on Form T-1 of the Bank of New
York, as (a) trustee under the Declaration of Textron Capital II and (b) trustee
under the Declaration of Textron Capital III.
We have also examined originals or copies, certified or otherwise identified to
our satisfaction, of 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 copies. In making our examination of
documents executed by parties other than the Company and the Textron Trusts, we
have assumed that such parties had the power, corporate or other, to enter into
and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and that such documents constitute
valid and binding obligations of such parties. In addition, we have assumed that
the Declaration and Trust Preferred Securities of each Textron Trust, when
executed, will be executed in substantially the form reviewed by us and that the
terms of the Trust Preferred Securities will have been established so as not to
violate, conflict with or constitute a default under (i) any agreement or
instrument to which the Company or any of the Textron Trusts or their respective
property is subject, (ii) any law, rule or regulation to which the Company or
any of the Textron Trusts is subject, (iii) any judicial or administrative order
or decree of any governmental authority or (iv) any consent, approval, license,
authorization or validation of, filing, recording or registration with any
governmental authority. We have also assumed that the certificates evidencing
Trust Preferred Securities to be issued will be in a form that complies with,
and the terms of such Trust Preferred Securities, as applicable, will be duly
established in accordance with, 12 Del. C. Section 3801 et seq. (the "Delaware
Business Trust Act"). 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, trustees and other
representatives of the Company, the Textron Trusts and others.
Members of our firm are admitted to the bar in the State of Delaware, and
we express no opinion as to the laws of any jurisdiction other than the laws of
the State of Delaware.
Based on and subject to the foregoing and to the other qualifications and
limitations set forth herein, we are of the opinion that the Trust Preferred
Securities of each Textron Trust, when (i) the Registration Statement, as
finally amended (including all necessary post-effective amendments), has become
effective under the Securities Act; (ii) an appropriate prospectus supplement
with respect to the Trust Preferred Securities has been prepared, delivered and
filed in compliance with the Securities Act and the applicable Regulations;
(iii) the Board of Directors of the Company, including any appropriate committee
appointed thereby and any delegate appointed by such committee, the appropriate
officers of the Company and the appropriate trustees of the Textron Trusts have
taken all necessary corporate action to approve the issuance and terms of the
Trust Preferred Securities; (iv) the terms of the Trust Preferred Securities and
of their issuance and sale have been established by all necessary actions in
conformity with the relevant Amended and Restated Certificates of Trust and
Declarations; (v) if the Trust Preferred Securities are to be sold pursuant to a
firm commitment underwritten offering, the underwriting agreement with respect
to the Trust Preferred Securities has been duly authorized, executed and
delivered by the appropriate Textron Trust and the other parties thereto; (vi)
the Trust Preferred Securities have been issued, sold and delivered in
compliance with applicable federal and state laws and in the manner and for the
consideration contemplated in the Registration Statement or any prospectus
supplement relating thereto; (vii) the certificates evidencing the shares of the
Trust Preferred Securities have been duly executed and delivered to the
purchasers thereof against payment of the agreed-upon consideration therefor in
the manner contemplated in the Registration Statement or
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any prospectus supplement relating thereto; and (viii) the Declaration of such
Textron Trust is executed and delivered by the parties thereto, the Trust
Preferred Securities, when issued and executed in accordance with such
Declaration and the applicable underwriting agreement or any other duly
authorized, executed and delivered applicable purchase agreement and delivered
and paid for in the manner and for the consideration contemplated in the
Registration Statement or any prospectus supplement relating thereto, will be
duly authorized, validly issued, fully paid and nonassessable, representing
undivided beneficial interests in the assets of such Textron Trust, and the
holders of such Trust Preferred Securities will be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware. We bring to your attention, however, that the holders of Trust
Preferred Securities of each Textron Trust may be obligated, pursuant to the
Declaration of such Textron Trust, to (i) provide indemnity or security in
connection with and pay certain taxes or governmental charges arising from
transfers of Trust Preferred Securities and (ii) provide security and indemnity
in connection with the requests of or directions to the Institutional Trustee of
such Textron Trust to exercise its rights and powers under the Declaration of
such Textron Trust.
We hereby consent to the use of our name under the heading "Legal
Opinions" in the Registration Statement. We also hereby consent to the filing of
this opinion with the Commission as an exhibit to the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
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