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Hubbell Inc – ‘8-K’ for 11/16/10 – EX-5.1

On:  Wednesday, 11/17/10, at 5:20pm ET   ·   For:  11/16/10   ·   Accession #:  950123-10-106703   ·   File #:  1-02958

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/17/10  Hubbell Inc                       8-K:1,2,8,911/16/10    6:318K                                   RR Donnelley/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     27K 
 2: EX-1.1      Underwriting Agreement                              HTML    183K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders  HTML    114K 
 4: EX-5.1      Opinion re: Legality                                HTML     19K 
 5: EX-5.2      Opinion re: Legality                                HTML     12K 
 6: EX-99.1     Miscellaneous Exhibit                               HTML     12K 


EX-5.1   —   Opinion re: Legality


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  exv5w1  

Exhibit 5.1

(LATHAM & WATKINS LOGO)
Hubbell Incorporated
40 Waterview Drive
Shelton, Connecticut 06484-1000
53rd at Third
885 Third Avenue
New York, New York 10022-4834
Tel: +1.212.906.1200 Fax: +1.212.751.4864
www.lw.com
     
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     Re:   Registration Statement No. 333-151206;
$300,000,000 Aggregate Principal Amount of
3.625% Senior Notes due 2022
Ladies and Gentlemen:
     We have acted as special counsel to Hubbell Incorporated, a Connecticut corporation (the “Company”), in connection with the issuance by the Company of $300,000,000 aggregate principal amount of its 3.625% Senior Notes due 2022 (the “Notes”) under the indenture, dated as of September 15, 1995 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A., JPMorgan Chase Bank, N.A., The Chase Manhattan Bank and Chemical Bank), as trustee (the “Trustee”), as supplemented by the second supplemental indenture, dated as of the date hereof (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee, and 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 May 28, 2008 (Registration No. 333-151206) (the “Registration Statement”), a base prospectus dated May 28, 2008, included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), a final prospectus supplement, dated November 8, 2010, filed with the Commission pursuant to Rule 424(b) under the Act on November 10, 2010 (together with the Base Prospectus, the “Prospectus”), and the underwriting agreement, dated November 8, 2010, among J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, and the Company (the “Underwriting Agreement”).
     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 issue 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

 



 

November 17, 2010
Page 2


(LATHAM & WATKINS LOGO)
without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction 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, when the Notes have been delivered against payment therefor in the manner contemplated by the Underwriting Agreement, the Notes will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
     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 with respect to (a) consents to, or restrictions upon, governing law, (b) the waiver of rights or defenses contained in Section 5.15 of the Base Indenture, (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 Base Indenture, the Supplemental Indenture and the Notes (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto, (b) that each of the Documents constitutes a legally valid and binding obligation 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 each of the Documents as legally valid and binding obligations of the parties is not be 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.

 



 

November 17, 2010
Page 3


(LATHAM & WATKINS LOGO)
     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 Current Report on Form 8-K, dated November 17, 2010, and to the reference to our firm contained in the Prospectus under the heading “Validity of Notes.” 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

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:11/17/10
For Period End:11/16/104
11/10/104,  424B2
11/8/104,  424B3,  FWP
5/28/08424B3,  8-K,  S-3ASR
9/15/95
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/08/24  Hubbell Inc.                      10-K       12/31/23  150:17M                                    Workiva Inc Wde… FA01/FA
 2/09/23  Hubbell Inc.                      10-K       12/31/22  145:18M                                    Workiva Inc Wde… FA01/FA
 2/11/22  Hubbell Inc.                      10-K       12/31/21  147:19M                                    Workiva Inc Wde… FA01/FA
 2/11/21  Hubbell Inc.                      10-K       12/31/20  143:18M                                    Workiva Inc Wde… FA01/FA
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Filing Submission 0000950123-10-106703   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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