EXHIBIT 5.1
August 2, 2001
Ingersoll-Rand Company
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07677
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of Ingersoll-Rand Company,
a New Jersey corporation (the "Company"), and have acted as counsel for the
Company in connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed by the Company and the Ingersoll-Rand Financing
II and Ingersoll-Rand Financing III Delaware business trusts (the "Trusts" and
each a "Trust") with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), relating to (i) shares
of common stock of the Company par value $2 per share (the "Common Stock"); (ii)
warrants to purchase Common Stock (the "Common Stock Warrants"); (iii) shares of
preference stock of the Company without par value (the "Preference Stock"),
which may be represented by depositary shares (the "Depositary Shares")
evidenced by depositary receipts (the "Receipts"); (iv) warrants to purchase
Preference Stock (the "Preference Stock Warrants"); (v) debt securities, which
may be either senior (the "Senior Debt Securities") or subordinated (the
"Subordinated Debt Securities") (collectively, the "Debt Securities"); (vi)
warrants to purchase Debt Securities (the "Debt Security Warrants" and
collectively with the Common Stock Warrants and the Preference Stock Warrants,
the "Securities Warrants"); (vii) contracts for the purchase and sale of Common
Stock or Preference Stock (the "Purchase Contracts"); and (viii) Stock Purchase
Units (the "Stock Purchase Units") of the Company, consisting of a Purchase
Contract and any of Debt Securities, debt obligations of third parties,
including U.S. Treasury Securities (the "Third Party Debt Securities"), or Trust
Preferred Securities (as defined below), securing the holder's obligation to
purchase the Common Stock or the Preference Stock under the Stock Purchase
Contract (the "Stock Purchase Units"). The Registration Statement also relates
to the registration under the Act of trust preferred securities of the Trusts
(the "Trust Preferred Securities") and guarantees of the Trust Preferred
Securities by the Company (the "Guarantees"). The Common Stock, the Preference
Stock, the Depositary Shares, the Debt Securities, the Guarantees, the Purchase
Contracts, the Securities Warrants and the Stock
Purchase Units are hereinafter referred to collectively as the "Securities." The
Securities may be issued and sold or delivered from time to time as set forth in
the Registration Statement, any amendment thereto, the prospectus contained
therein (the "Prospectus") and supplements to the Prospectus (the "Prospectus
Supplements") and pursuant to Rule 415 under the Act for an aggregate initial
offering price not to exceed $986,400,000 or the equivalent thereof in one or
more foreign currencies or composite currencies.
The Senior Debt Securities thereof will be issued under an Indenture, as
supplemented (the "Senior Indenture"), dated as of August 1, 1986, between the
Company and The Bank of New York, as Trustee (the "Senior Trustee"). The
Subordinated Debt Securities will be issued under an indenture (the
"Subordinated Indenture") between the Company and the subordinated indenture
trustee (the "Subordinated Indenture Trustee"). The Senior Indenture and the
Subordinated Indenture are hereinafter referred to collectively as the
"Indentures."
The Purchase Contracts will be issued pursuant to a purchase contract
agreement (the "Purchase Contract Agreement") between the Company and the
purchase contract agent (the "Purchase Contract Agent").
The Depositary Shares will be issued pursuant to a deposit agreement
between the Company and the depositary agent (the "Depositary Agent").
The Guarantees will be issued pursuant to a guarantee agreement (the
"Guarantee Agreement") between the Company and the guarantee trustee (the
"Guarantee Trustee").
The Common Stock Warrants will be issued under a common stock warrant
agreement (the "Common Stock Warrant Agreement") between the Company and the
common stock warrant agent. The Preference Stock Warrants will be issued under a
preference stock warrant agreement (the "Preference Stock Warrant Agreement")
between the Company and the preference stock warrant agent. The senior debt
security warrants will be issued under a senior debt security warrant agreement
(the "Senior Debt Security Warrant Agreement") among the Company, the senior
debt security warrant agent and the Senior Trustee. The subordinated debt
security warrants will be issued under a subordinated debt security warrant
agreement (the "Subordinated Debt Security Warrant Agreement") among the
Company, the subordinated debt
security warrant agent and the Subordinated Indenture Trustee. The Common Stock
Warrant Agreement, the Preference Stock Warrant Agreement, the Senior Debt
Security Warrant Agreement and the Subordinated Debt Security Warrant Agreement
are hereinafter referred to collectively as the "Warrant Agreements." Each party
to a Warrant Agreement other than the Company is referred to hereinafter as a
"Counterparty."
I have examined, or supervised the examination of, the originals, or
duplicates or certified or conformed copies, of such records, agreements,
instruments and other documents and have made such other and further
investigations as I have deemed relevant and necessary in connection with the
opinions expressed herein. As to questions of fact material to this opinion, I
have relied upon certificates of public officials and of officers and
representatives of the Company.
In rendering the opinions set forth below, I have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as duplicates or certified or conformed copies,
and the authenticity of the originals of such latter documents. I also have
assumed that: (1) the Senior Indenture is the valid and legally binding
obligation of the Senior Trustee; (2) at the time of execution, authentication,
issuance and delivery of the Subordinated Debt Securities, the Subordinated
Indenture will be the valid and legally binding obligation of the Subordinated
Indenture Trustee; (3) at the time of execution, issuance and delivery of the
Receipts, the Deposit Agreement will be the valid and legally binding obligation
of the Depositary Agent; (4) at the time of execution, issuance and delivery of
the Purchase Contracts, the Purchase Contract Agreement will be the valid and
legally binding obligation of the Purchase Contract Agent; (5) at the time of
the execution, issuance and delivery of the Guarantees, the Guarantee Agreement
will be the valid and legally binding obligation of the Guarantee Trustee; and
(6) at the time of execution, countersignature, issuance and delivery of any
Securities Warrants, the related Warrant Agreement will be the valid and legally
binding obligation of each Counterparty thereto.
I have assumed further that (1) at the time of execution, authentication,
issuance and delivery of the Subordinated Debt Securities, the Subordinated
Indenture will have been duly
authorized, executed and delivered by the Company; (2) at the time of execution,
issuance and delivery of the Purchase Contracts, the Purchase Contract Agreement
will have been duly authorized, executed and delivered by the Company; (3) at
the time of execution, issuance and delivery of the Receipts, the Deposit
Agreement will have been duly authorized, executed and delivered by the Company;
(4) at the time of execution, countersignature, issuance and delivery of any
Securities Warrants, the related Warrant Agreement will have been duly
authorized, executed and delivered by the Company; and (5) at the time of
execution, issuance and delivery of the Guarantees, the Guarantee Agreement will
have been duly authorized, executed and delivered by the Company.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, I am of the opinion that:
1. With respect to the Common Stock, assuming the (a) taking by the
Board of Directors of the Company, a duly constituted and acting committee
of such board or duly authorized officers of the Company (such Board of
Directors, committee or authorized officers being referred to herein as
the "Board"), of all necessary corporate action to authorize and approve
the issuance of the Common Stock and (b) due issuance and delivery of the
Common Stock, upon payment therefor in accordance with the applicable
definitive purchase, underwriting or similar agreement approved by the
Board, the Common Stock will be validly issued, fully paid and
nonassessable.
2. With respect to the Preference Stock, assuming the (a) taking by
the Board of all necessary corporate action to authorize and approve the
issuance of the Preference Stock, (b) due filing of the Certificate of
Amendment and (c) due issuance and delivery of the Preference Stock, upon
payment therefor in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board, the Preference
Stock will be validly issued, fully paid and nonassessable.
3. With respect to the Receipts, assuming the (a) taking by the
Board of all necessary corporate action to authorize and approve the
issuance and terms of the Preference Stock, (b) due filing of the
Certificate of Amendment, (c) terms of the Depositary Shares and of their
issuance and sale have been duly established in conformity with the terms
of the Deposit Agreement, (d) due issuance and delivery of the Preference
Stock, upon payment of the consideration therefore provided for in the
applicable definitive purchase, underwriting or similar agreement approved
by the Board and (e) Receipts evidencing the Depositary Shares
are duly issued against the deposit of the Preference Stock in accordance
with the Deposit Agreement, such Receipts will be validly issued and
entitle the holders thereof to the rights specified in the Deposit
Agreement.
4. With respect to the Debt Securities, assuming the (a) taking of
all necessary corporate action to authorize and approve the issuance and
terms of any Debt Securities, the terms of the offering thereof and
related matters by the Board, and (b) due execution, authentication,
issuance and delivery of such Debt Securities, upon payment of the
consideration therefor provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the Board and otherwise in
accordance with the provisions of the applicable Indenture, such Debt
Securities will constitute valid and legally binding obligations of the
Company enforceable against the Company in accordance with their terms.
5. With respect to the Guarantees, assuming the (a) taking of all
necessary corporate action to authorize and approve the issuance and terms
of the Guarantees, the terms of the offering thereof and related matters
by the Board, (b) due execution, issuance and delivery of the Guarantees
upon payment of the consideration thereof provided for in the applicable
definitive purchase, underwriting or similar agreement approved by the
Board and otherwise in accordance with the provisions of the applicable
Guarantee Agreement, such Guarantees will constitute valid and legally
binding obligations of the Company enforceable against the Company in
accordance with their terms.
6. With respect to the Purchase Contracts, assuming the (a) taking
of all necessary corporate action to authorize and approve the issuance
and terms of the Purchase Contracts, the terms of the offering thereof and
related matters by the Board and (b) due execution, issuance and delivery
of the Purchase Contracts, upon payment of the consideration for such
Purchase Contracts provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the Board and otherwise in
accordance with the provisions of the applicable Purchase Contract
Agreement, the Purchase Contracts will constitute valid and legally
binding obligations of the Company enforceable against the Company in
accordance with their terms.
7. With respect to the Securities Warrants, assuming the (a) taking
of all necessary corporate action to authorize and approve the issuance
and terms of the Securities Warrants, the terms of the offering thereof
and related matters by the Board and (b) due execution, countersignature,
issuance and delivery of such Securities Warrants, upon payment of the
consideration for such Securities Warrants provided for in the applicable
definitive purchase, underwriting or similar agreement approved by the
Board and otherwise in accordance with
the provisions of the applicable Warrant Agreement, such Securities
Warrants will constitute valid and legally binding obligations of the
Company enforceable against the Company in accordance with their terms.
8. With respect to the Stock Purchase Units, assuming the (a) taking
of all necessary corporate action by the Board to authorize and approve
(1) the issuance and terms of the Stock Purchase Units, (2) the execution
and terms of the Purchase Contracts which are a component of the Stock
Purchase Units, the terms of the offering thereof and related matters, (3)
the issuance and terms of the Debt Securities which are a component of the
Stock Purchase Units, the terms of the offering thereof and related
matters, and (4) the issuance and terms of the Trust Preferred Securities
which are a component of the Stock Purchase Units, the terms of the
offering thereof and related matters, (b) taking of all necessary
corporate action to authorize and approve the issuance and terms of the
Third Party Debt Securities which are a component of the Stock Purchase
Units and related matters by the board of directors of each third party, a
duly constituted and acting committee of such board or duly authorized
officers of each third party and (c) due execution, authentication, in the
case of Debt Securities and Third Party Debt Securities, issuance and
delivery of (1) the Stock Purchase Units, (2) such Purchase Contracts (3)
such Debt Securities, (4) such Trust Preferred Securities and (5) such
Third Party Debt Securities, in each case upon the payment of the
consideration therefor provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the Board and in accordance
with the provisions of the applicable Purchase Contract Agreement, in the
case of such Purchase Contracts, the applicable Indenture, in the case of
such Debt Securities, the applicable Certificate of Trust and Trust
Agreement, in the case of such Trust Preferred Securities and the
applicable indenture, in the case of such Third Party Debt Securities,
such Stock Purchase Units will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance
with their terms.
My opinions set forth in paragraphs 4 through 8 above are subject to the
effects of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, (ii) general equitable principles (whether considered in a proceeding
in equity or at law) and (iii) an implied covenant of good faith and fair
dealing.
I am a member of the Bar of the State of New Jersey, and I do not express
any opinion herein concerning any law other than the law of the State of New
Jersey and the Federal law of the United States.
I hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement and to the use of my name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Patricia Nachtigal
Patricia Nachtigal, Esq.