Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3/A Pre-Effective Amendment to Registration Statement 33 170K
for Securities Offered Pursuant to a
Transaction
2: EX-1.1 Underwriting Agreement 28 93K
3: EX-4.1 Indenture 107 274K
4: EX-5 Opinion re: Legality 2 10K
5: EX-23.1 Consent (Coopers & Lybrand) 1 7K
6: EX-25 Form T-1 5 21K
EX-5 — Opinion re: Legality
| EX-5 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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[LETTERHEAD]
April 29, 1998
Board of Directors
Lexmark International Group, Inc.
Lexmark International, Inc. Exhibit 5
One Lexmark Centre Drive
Lexington, Kentucky 40550
LEXMARK INTERNATIONAl, INC.
LEXMARK INTERNATIONAl GROUP, INC.
REGISTRATION STATEMENT ON FORM S-3
Dear Sirs:
I have acted as counsel to Lexmark International Group, Inc. ("LIG"), and
Lexmark International, Inc. ("LII"), each a Delaware corporation (together
the "Registrant") in connection with a joint Registration Statement on Form
S-3 (the "Registration Statement") filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), relating to $150,000,000
aggregate principal amount of securities consisting of Senior Notes (the
"Notes") of LII, fully and unconditionally guaranteed by LIG (the Notes,
together with such guarantee, the "Securities"), to be issued pursuant to
an indenture (the "Indenture") to be executed by and among LIG, LII and The
Bank of New York, as Trustee.
In so acting, I have examined and relied upon the originals, or copies
certified or otherwise identified to my satisfaction, of such records,
documents, certificates and other instruments as in my judgment are necessary
or appropriate to enable me to render the opinion expressed below.
I am of the opinion that the Securities have been duly authorized and (upon
execution and delivery of the Indenture and execution and authentication of
the Securities in accordance with the Indenture and delivery of the Securities
to the purchasers thereof against payment therefor) will be legal, valid and
binding obligations of LII and LIG, respectively, enforceable in accordance
with their terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors' right
generally and that the remedy of specific performance and injunctive and other
forms of equitable relief are subject to certain equitable defenses and to the
discretion of the court before which any proceeding may be brought.
Board of Directors
April 29, 1998
Page Two
I hereby consent to the filing of this opinion as an exhibit to Amendment No.
1 to the Registration Statement and to the reference to me under the caption
"Validity of the Notes and Guarantee" in the Prospectus forming a part
thereof. In giving such consent, I do not thereby concede that I am within
the category of person whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Vincent J. Cole
Vincent J. Cole
Dates Referenced Herein and Documents Incorporated by Reference
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