8-K

  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________
    

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 16, 2011

Rockwell Collins, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware	001-16445	52-2314475
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

400 Collins Road NE
Cedar Rapids, Iowa 52498
(Address of Principal Executive Offices) (Zip Code)

(319) 295-1000
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     

INFORMATION TO BE INCLUDED IN THE REPORT

Item 8.01. Other Events.

     The exhibits listed in the accompanying Exhibit Index relate to the Registration Statement on Form S-3 (the “Registration Statement”) (Registration Statement No. 333-156442), filed by Rockwell Collins, Inc. (the “Company”) with the Securities & Exchange Commission (the “SEC”) on December 23, 2008, as supplemented by the final prospectus supplement dated November 16, 2011, filed with the SEC on November 17, 2011, and is filed herewith for incorporation by reference in the Registration Statement in connection with the offering and sale of $250,000,000 aggregate principal amount of the Company’s 3.100% Notes due 2021.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
5.1	Opinion of Chadbourne & Parke LLP.
23.1	Consent of Chadbourne & Parke LLP (contained in Exhibit 5.1).

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ROCKWELL COLLINS, INC.
	(Registrant)
Date: November 21, 2011	By	/s/ Gary R. Chadick
		Name:	Gary R. Chadick
		Title:	Senior Vice President,
			General Counsel and Secretary

EXHIBIT INDEX

Exhibit
Number	Description
5.1	Opinion of Chadbourne & Parke LLP.
23.1	Consent of Chadbourne & Parke LLP (contained in Exhibit 5.1).

EX-5.1

Exhibit 5.1

[CHADBOURNE & PARKE LLP LETTERHEAD]

November 21, 2011           

Rockwell Collins, Inc.
400 Collins Road NE
Cedar Rapids, Iowa 52498

Ladies and Gentlemen:

     We have acted as counsel to Rockwell Collins, Inc., a Delaware corporation (the "Company"), in connection with the issuance and sale of the Company's $250 millionaggregate principal amount of 3.100% Notes Due 2021 (the "Notes") in an underwritten public offering pursuant to an Underwriting Agreement dated as of November 16, 2011 among the Company and the underwriters named therein (the "Underwriting Agreement") and the Company's Registration Statement on Form S-3 (Registration Statement No. 333-156442) (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act").

The Notes are to be issued under an indenture, dated as of November 1, 2001, as supplemented by the Supplemental Indenture, dated as of December 4, 2006, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A.), as trustee (the "Indenture").

In connection with our opinion, we have examined the Registration Statement, the Indenture, the Notes and such other documents, corporate records and instruments and have examined such laws and regulations, as we have deemed necessary for purposes of this opinion. In making our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies and the legal capacity of all natural persons. As to matters of fact material to our opinion in this letter, we have relied on certificates and statements from officers and other employees of the Company, public officials and other appropriate persons.

In rendering the opinion in this letter we have assumed, without independent investigation or verification, that each of such documents is the legal, valid and binding obligation of, and enforceable against, each party thereto, other than the Company. We make no representation that we have independently investigated or verified any of the matters that we have assumed for the purposes of this opinion letter.

Based on the foregoing and subject to the qualifications set forth herein, we are of the opinion that, when any applicable state securities laws or Blue Sky laws have been complied with, the Notes, when issued, authenticated and delivered in accordance with the provisions of the Underwriting Agreement and the Indenture, against payment of the agreed-upon consideration therefor, will be validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights in general and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     We do not express any opinion herein with respect to the laws of any jurisdiction other than the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware (which includes those statutory provisions and all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws).

The opinion is as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to our attention after that date or any changes in law that may occur or become effective after that date. The opinion is limited to the matters expressly set forth in this opinion letter, and no opinion or representation is given or may be inferred beyond the opinion expressly set forth in this opinion letter.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company's Current Report on Form 8-K to be filed by the Company. We also hereby consent to the reference to this firm under the caption "Validity of the notes" in the prospectus supplement dated November 16, 2011 with respect to the Notes. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Chadbourne & Parke LLP