EXHIBIT 5.1
KILPATRICK STOCKTON LLP ATTORNEYS AT LAW
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309-4530
Telephone: 404.815.6500
Facsimile: 404.815.6555
February 13, 2003
Equifax Inc.
1550 Peachtree Street, N.W.
Atlanta, GA 30309
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to Equifax Inc., a Georgia corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-4 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") to register under the Securities Act of 1933, as
amended (the "Securities Act"), $250,000,000 principal amount of the Company's
4.95% Notes due 2007 (the "New Notes") to be issued under an Indenture dated as
of October 29, 2002 (the "Indenture") between the Company and The Bank of New
York, as trustee (the "Trustee"). Following effectiveness of the Registration
Statement, the Company intends to issue the New Notes to the several holders of
$250,000,000 principal amount of the Company's 4.95% Notes due 2007 (the "Old
Notes") in exchange for such Old Notes. This opinion letter is rendered pursuant
to Item 21 of Form S-4 and Item 601(b)(5) of the Commission's Regulation S-K.
We have examined the Old Notes, the proposed form of New Notes, the
Indenture, and the Registration Statement. We also have made such further legal
and factual examinations and investigations as we deemed necessary for purposes
of expressing the opinion set forth herein.
As to certain matters of fact relevant to this opinion letter, we have
relied conclusively upon originals or copies, certified or otherwise identified
to our satisfaction, of such records, agreements, documents and instruments,
including certificates or comparable documents of officers of the Company and
certificates of public officials, as we have deemed appropriate as a basis for
the opinion hereinafter set forth. Except to the extent expressly set forth
herein, we have made no independent investigations with regard to matters of
fact, and, accordingly, we do not express any opinion as to matters of fact that
might have been disclosed by independent verification.
In rendering our opinion set forth below, we have assumed, without any
independent verification, (i) the genuineness of all signatures, (ii) the legal
capacity of all natural persons, (iii) the authenticity of all documents
submitted to us as originals, (iv) the conformity to the original documents of
all documents submitted to us as conformed, facsimile, photostatic or electronic
copies, (v) that the form of the New Notes will conform to that included in the
Indenture, (vi) the due authorization, execution and delivery of the Indenture
by each of the parties thereto (other than the Company) under the laws of their
respective jurisdictions of incorporation or organization, (vii) that all
parties to the documents (other than the Company) examined by us have full power
and authority under the laws of their respective jurisdictions of incorporation
or organization to execute, deliver and perform their obligations under such
documents and under the other documents required or permitted to be delivered
and performed thereunder and the validity and binding effect thereof on such
parties, and (viii) that the Indenture has been duly qualified under the Trust
Indenture Act of 1939.
Based upon and subject to the foregoing, and the other limitations and
qualifications set forth herein, we are of the opinion that the New Notes have
been duly and validly authorized for issuance by the Company, and when duly
executed by the Company and duly authenticated by the Trustee in accordance with
the terms of the Indenture, and delivered in exchange for the Old Notes in
accordance with the terms of the Indenture, will constitute valid and legally
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except that (x) the enforcement thereof may be
limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium, or other similar laws relating to or affecting the rights and
remedies of creditors or by general equitable principles, and (y) any provisions
thereof providing for interest on interest are not enforceable.
Our opinion set forth above is limited to the laws of the State of New
York and the laws of the State of Georgia and we do not express any opinion
herein concerning any other laws. This opinion letter is provided to the Company
for its use solely in connection with the transactions contemplated by the
Registration Statement and may not be used, circulated, quoted or otherwise
relied upon by any other person or for any other purpose without our express
written consent, except that the Company may file a copy of this opinion letter
with the Commission as an exhibit to the Registration Statement. The only
opinion rendered by us consists of those matters set forth in the fifth
paragraph hereof, and no opinion may be implied or inferred beyond the opinion
expressly stated.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus constituting a part thereof. In giving such 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 thereunder.
Yours truly,
KILPATRICK STOCKTON LLP
By: /s/ Larry D. Ledbetter
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Larry D. Ledbetter, a partner