EX-5.1 3 v57859exv5w1.htm EX-5.1 exv5w1
Exhibit 5.1
         
    355 South Grand Avenue
Los Angeles, California 90071-1560
Tel: +1.213.485.1234 Fax: +1.213.891.8763
www.lw.com
 
       
(LATHAM & WATKINS LOGO)   FIRM / AFFILIATE OFFICES
 
  Abu Dhabi   Moscow
 
  Barcelona   Munich
 
  Beijing   New Jersey
 
  Brussels   New York
 
  Chicago   Orange County
November 15, 2010
  Doha   Paris
 
  Dubai   Riyadh
 
  Frankfurt   Rome
 
  Hamburg   San Diego
Avery Dennison Corporation
  Hong Kong   San Francisco
150 North Orange Grove Boulevard
  Houston   Shanghai
Pasadena, California 91103-3596
  London   Silicon Valley
 
  Los Angeles   Singapore
 
  Madrid   Tokyo
 
  Milan   Washington, D.C.
  Re:    Registration No. 333-169954: $109,351,000
aggregate principal amount of 5.350% Senior Notes due 2020
Ladies and Gentlemen:
     We have acted as special counsel to Avery Dennison Corporation, a Delaware corporation (the “Company”), in connection with the resale of $109,351,000 aggregate principal amount of the Company’s 5.350% Senior Notes due 2020 (the “Notes”) pursuant to a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on October 15, 2010 (Registration No. 333-169954) (the “Registration Statement”). The Notes were issued pursuant to an indenture dated November 20, 2007 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (the “Trustee”), as supplemented by a first supplemental indenture, dated as of November 20, 2007 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the resale of the Notes.
     As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York, and, the general corporation law of the state of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
     Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Notes have been duly authorized and executed by all necessary corporate action of the Company, and the Notes are the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 


 

November 15, 2010
Page 2
(LATHAM & WATKINS LOGO)
     Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, and (d) the severability, if invalid, of provisions to the foregoing effect.
     With your consent, we have assumed (a) that the Indenture and the Notes (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Company, (b) that the Documents constitute legally valid and binding obligations of the parties thereto other than the Company, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.
     This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Form 8-K dated November 15, 2010 and to the reference to our firm contained in the prospectus under the heading “Validity of the Securities.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ LATHAM & WATKINS LLP