EX-5.1 2 d68001dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

LOGO

  

Hogan Lovells US LLP

Columbia Square

555 Thirteenth Street, NW

Washington, DC 20004

T +1 202 637 5600

F +1 202 637 5910

www.hoganlovells.com

September 25, 2020

Board of Directors

McCormick & Company, Incorporated

24 Schilling Road, Suite 1

Hunt Valley, MD 21031

Ladies and Gentlemen:

We are acting as counsel to McCormick & Company, Incorporated, a Maryland corporation (the “Company”), in connection with its automatic shelf registration statement on Form S-3ASR, as amended (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) relating to the proposed public offering of 172,370 shares of Common Stock, no par value per shares (the “Common Stock”), and 478,160 shares of Common Stock Non-Voting, no par value per share (the “Common Stock Non-Voting”, and together with the Common Stock, the “Shares”) all of which shares are issuable pursuant to the Company’s Investor Services Plan, as amended (the “Plan”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the Maryland General Corporation Law, as amended. We express no opinion herein as to any other statutes, rules or regulations.

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the Shares pursuant to the terms of the Plan, and (iii) receipt by the Company of the consideration for the Shares specified in the applicable resolutions of the Board of Directors and in the Plan, the Shares will be validly issued, fully paid, and nonassessable.

This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise of any changes in the foregoing subsequent to the effective date of the Registration Statement.

Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante    Amsterdam    Baltimore    Beijing    Birmingham    Boston    Brussels    Colorado Springs    Denver    Dubai     Dusseldorf    

Frankfurt    Hamburg    Hanoi    Ho Chi Minh City    Hong Kong    Houston    Johannesburg    London    Los Angeles    Luxembourg    Madrid     Mexico City    Miami     Milan    

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Silicon Valley    Singapore    Sydney    Tokyo    Warsaw    Washington DC    Associated offices: Budapest    Jakarta    Shanghai FTZ    Ulaanbaatar    Zagreb. Business Service Centers: Johannesburg    Louisville. For more information see www.hoganlovells.com


Board of Directors

McCormick & Company, Incorporated

  - 2 -   September 25, 2020

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.

Very truly yours,

/s/ Hogan Lovells US LLP

HOGAN LOVELLS US LLP