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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/02/17 Tyson Foods Inc 8-K:1,2,8,9 6/02/17 6:942K Davis Polk & … LLP 01/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 30K 2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 143K 3: EX-4.4 Instrument Defining the Rights of Security Holders HTML 141K 4: EX-4.6 Instrument Defining the Rights of Security Holders HTML 142K 5: EX-4.8 Instrument Defining the Rights of Security Holders HTML 142K 6: EX-5.1 Exhibits 5.1 and 23.1 HTML 11K
Exhibits 5.1 and 23.1
OPINION OF DAVIS POLK & WARDWELL LLP
Tyson Foods, Inc.
2200 West Don Tyson Parkway
Springdale, Arkansas 72762-6999
Ladies and Gentlemen:
Tyson Foods, Inc., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-217775) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including (i) $300,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2019 (the “2019 Notes”), (ii) $350,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2020 (the “2020 Notes”), (iii) $1,350,000,000 aggregate principal amount of its 3.550% Senior Notes due 2027 (the “2027 Notes”) and (iv) $750,000,000 aggregate principal amount of its 4.550% Senior Notes due 2047 (together with the 2019 Notes, the 2020 Notes and the 2027 Notes, the “Notes”). The Notes are to be issued pursuant to the provisions of the Indenture dated as of June 1, 1995 between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank)), as trustee (the “Trustee”), as amended and supplemented by a supplemental indenture thereto dated as of June 2, 2017 between the Company and the Trustee for each series of Notes (such indenture as so amended and supplemented, the “Indenture”). The Notes are to be sold pursuant to the Underwriting Agreement dated May 23, 2017 (the “Underwriting Agreement”) between the Company and the several underwriters named therein (the “Underwriters”).
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, when the Notes have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, the Notes 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, concepts of reasonableness and equitable principles of general applicability; provided that we express no opinion as to (x) the enforceability of any waiver of rights under any usury or stay law, (y) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (z) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Notes to the extent determined to constitute unearned interest.
In connection with the opinion expressed above, we have assumed that the Indenture and the Notes (collectively, the “Documents”) are valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company). We have also assumed that the execution, delivery and performance by each party to each Document to which it is a party (a) are within its corporate powers, (b) do not contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of such party, (c) require no action by or in respect of, or filing with, any governmental body, agency or official and (d) do not contravene, or constitute a default under, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon such party.
We are members of the Bar of the State of New York 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, except that we express no opinion as to any law, rule or regulation that is applicable to the Company, the Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.
We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the prospectus supplement 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.
Very truly yours,
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period End: | 6/2/17 | |||
| 5/23/17 | 424B5, 8-K, FWP, SC TO-T/A | |||
| 6/1/95 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/13/23 Tyson Foods, Inc. 10-K 9/30/23 119:19M 6/09/23 Tyson Foods, Inc. S-3ASR 6/09/23 5:593K Broadridge Fin’l So… Inc 11/14/22 Tyson Foods, Inc. 10-K 10/01/22 118:20M 11/15/21 Tyson Foods, Inc. 10-K 10/02/21 124:19M 2/11/21 Tyson Foods, Inc. 10-K/A 10/03/20 131:23M 11/16/20 Tyson Foods, Inc. 10-K 10/03/20 134:23M |