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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/10/07 Oracle Corp S-3ASR 5/10/07 9:581K RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: S-3ASR Automatic Shelf Registration on Form S-3 HTML 245K
2: EX-1.1 Form of Underwriting Agreement (Debt Securities) HTML 135K
3: EX-4.2 Form of Note HTML 35K
4: EX-4.3 First Supplemental Indenture Dated May 9, 2007 HTML 32K
5: EX-5.1 Opinion of Davis Polk & Wardwell HTML 21K
6: EX-12.1 Statement Re: Computation of Consolidated Ratio of HTML 35K
Earnings to Fixed Charges
7: EX-23.1 Consent of Ernst & Young LLP, Independent HTML 8K
Registered Public Accounting Firm
8: EX-25.1 Statement of Eligibility on Form T-1 of Citibank, HTML 37K
N.A.
9: EX-25.2 Statement of Eligibility on Form T-1 of Bank of HTML 39K
New York Trust Company, N.A.
| Opinion of Davis Polk & Wardwell |
Exhibit 5.1
[Davis Polk & Wardwell Letterhead]
Oracle Corporation
500 Oracle Parkway
Dear Ladies and Gentlemen:
We have acted as counsel for Oracle Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the registration of the sale from time to time of (a) the Company’s debt securities (the “Debt Securities”), which may be issued pursuant to an indenture dated as of January 13, 2006 (the “Base Indenture”) by and among the Company (formerly known as Ozark Holding Inc.), Oracle Systems Corporation (formerly known as Oracle Corporation) and Citibank, N.A. (the “Original Trustee”), as amended by the First Supplemental Indenture dated as of May 9, 2007 (together with the Base Indenture, the “Indenture”) by and among the Company, the Original Trustee and The Bank of New York Trust Company, N.A., as trustee for any and all securities issued under the Indenture subsequent to the date of such amendment (the “Trustee”); (b) shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), of the Company; (c) shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company; (d) Warrants of the Company to purchase Debt Securities or Common Stock (the “Warrants”), which may be issued pursuant to a warrant agreement between the Company and a warrant agent to be named therein (the “Warrant Agreement”); (e) purchase contracts (the “Purchase Contracts”) for the purchase or sale of (1) debt or equity securities issued by the Company or by a third party, a basket of such securities, an index or indices of such securities or any combination thereof, (2) currencies or (3) commodities; and (f) Debt Securities, Preferred Stock, Common Stock Warrants or Purchase Contracts or any combination thereof that may be offered in the form of units (the “Units”) to be issued under one or more unit agreements to be entered into among the Company, a bank or trust company, as unit agent (the “Unit Agent”), and the holders from time to time of the Units (each such unit agreement, a “Unit Agreement”).
We, as your counsel, have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion.
On the basis of the foregoing, we advise you that, in our opinion:
| Oracle Corporation | 2 | May 10, 2007 |
1. When the specific terms of a particular series of Debt Securities have been duly authorized and established in accordance with the Indenture, and such Debt Securities have been duly authorized, executed, authenticated, issued and delivered in accordance with the Indenture and the applicable underwriting or other agreement, such Debt Securities will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability.
2. Upon designation of the relative rights, preferences and limitations of any series of Preferred Stock by the Board of Directors of the Company and the proper filing with the Secretary of State of the State of Delaware of a Certificate of Designation relating to such series of Preferred Stock, all necessary corporate action on the part of the Company will have been taken to authorize the issuance and sale of such series of Preferred Stock proposed to be sold by the Company, and when such shares of Preferred Stock are issued and delivered in accordance with the applicable underwriting or other agreement, such shares of Preferred Stock will be validly issued, fully paid and non-assessable.
3. When the Warrant Agreement to be entered into in connection with the issuance of any Warrants has been duly authorized, executed and delivered by the Warrant Agent and the Company, the specific terms of the Warrants have been duly authorized and established in accordance with the Warrant Agreement, and such Warrants have been duly authorized, executed, issued and delivered in accordance with the Warrant Agreement and the applicable underwriting or other agreement, such Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability.
4. When the Purchase Contract Agreement to be entered into in connection with the issuance of any Purchase Contracts has been duly authorized, executed and delivered and the Purchase Contracts have been duly authorized and established in accordance with the Purchase Contract Agreement and such Purchase Contracts have been duly authorized, executed, issued and delivered in accordance with the applicable underwriting or other agreement, such Purchase Contracts will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability.
5. When the necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of such shares of Common Stock proposed to be sold by the Company, and when such shares of Common Stock are issued and delivered in accordance with the applicable underwriting or other agreement, such shares of Common Stock will be validly issued, fully paid and non-assessable.
| Oracle Corporation | 3 | May 10, 2007 |
In connection with the opinions expressed above, we have assumed that, at or prior to the time of the delivery of any such security, (i) the Board of Directors shall have duly established the terms of such security and duly authorized the issuance and sale of such security and such authorization shall not have been modified or rescinded; (ii) the Registration Statement shall have become effective and such effectiveness shall not have been terminated or rescinded; and (iii) there shall not have occurred any change in law affecting the validity or enforceability of such security. We have also assumed that none of the terms of any security to be established subsequent to the date hereof, nor the issuance and delivery of such security, nor the compliance by the Company with the terms of such security will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company.
We are members of the Bars of the States of New York and California and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and further consent to the reference to our name under the caption “Validity of Securities” in the prospectus, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by or furnished to any other person without our prior written consent.
| Very truly yours, |
| This ‘S-3ASR’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 5/10/07 | 424B2, 8-K, FWP | ||
| 5/9/07 | S-8 | |||
| 1/13/06 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/15/24 Oracle Corp. S-3ASR 3/15/24 6:565K Donnelley … Solutions/FA 6/20/23 Oracle Corp. 10-K 5/31/23 100:26M Donnelley … Solutions/FA 11/09/22 Oracle Corp. 8-K:8,9 11/09/22 13:464K Donnelley … Solutions/FA 6/21/22 Oracle Corp. 10-K 5/31/22 99:21M ActiveDisclosure/FA 6/21/21 Oracle Corp. 10-K 5/31/21 102:22M ActiveDisclosure/FA 3/24/21 Oracle Corp. 8-K:8,9 3/22/21 13:511K Donnelley … Solutions/FA 3/11/21 Oracle Corp. S-3ASR 3/11/21 5:527K Donnelley … Solutions/FA |