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Sherwin-Williams Co. – ‘8-K’ for 8/10/22 – ‘EX-5.1’

On:  Wednesday, 8/10/22, at 11:40am ET   ·   For:  8/10/22   ·   Accession #:  1193125-22-217047   ·   File #:  1-04851

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

 8/10/22  Sherwin-Williams Co.              8-K:8,9     8/10/22   15:995K                                   Donnelley … Solutions/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     30K 
 2: EX-1.1      Underwriting Agreement or Conflict Minerals Report  HTML    170K 
 3: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    287K 
 4: EX-4.2      Instrument Defining the Rights of Security Holders  HTML    109K 
 5: EX-4.3      Instrument Defining the Rights of Security Holders  HTML    108K 
 6: EX-5.1      Opinion of Counsel re: Legality                     HTML     13K 
10: R1          Document and Entity Information                     HTML     47K 
13: XML         IDEA XML File -- Filing Summary                      XML     13K 
11: XML         XBRL Instance -- d364785d8k_htm                      XML     14K 
12: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 8: EX-101.LAB  XBRL Labels -- shw-20220810_lab                      XML     54K 
 9: EX-101.PRE  XBRL Presentations -- shw-20220810_pre               XML     34K 
 7: EX-101.SCH  XBRL Schema -- shw-20220810                          XSD     13K 
14: JSON        XBRL Instance as JSON Data -- MetaLinks               11±    19K 
15: ZIP         XBRL Zipped Folder -- 0001193125-22-217047-xbrl      Zip    179K 


‘EX-5.1’   —   Opinion of Counsel re: Legality


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-5.1  

Exhibit 5.1

 

LOGO

NORTH POINT  •  901 LAKESIDE AVENUE  •  CLEVELAND, OHIO 44114.1190

TELEPHONE: +1.216.586.3939  •  JONESDAY.COM

August 10, 2022

The Sherwin-Williams Company

101 West Prospect Avenue

Cleveland, Ohio 44115-1075

 

  Re:

$600,000,000 of 4.050% Senior Notes due 2024; and

$400,000,000 of 4.250% Senior Notes due 2025 of

The Sherwin-Williams Company

Ladies and Gentlemen:

We are acting as counsel for The Sherwin-Williams Company, an Ohio corporation (the “Company”), in connection with the issuance and sale of $600,000,000 aggregate principal amount of the Company’s 4.050% Senior Notes due 2024 (the “2024 Notes”) and $400,000,000 aggregate principal amount of the Company’s 4.250% Senior Notes due 2025 (the “2025 Notes” and, together with the 2024 Notes, the “Notes”), pursuant to the Underwriting Agreement, dated as of August 8, 2022 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC acting as representatives (in such capacity, the “Representatives”) of the several underwriters named therein. The Notes are being issued under an indenture, dated as of August 10, 2022 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture relating to the 2024 Notes, dated August 10, 2022 (the “First Supplemental Indenture”), between the Company and the Trustee, and the Second Supplemental Indenture relating to the 2025 Notes, dated August 10, 2022 (together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), between the Company and the Trustee.

In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Notes constitute valid and binding obligations of the Company.

The opinion set forth above is subject to the following limitations, qualifications and assumptions:

For purposes of the opinion expressed herein, we have assumed that (i) the Trustee has authorized, executed and delivered the Indenture, (ii) the Notes have been duly authenticated by the Trustee in accordance with the terms of the Indenture and (iii) the Indenture is the valid, binding and enforceable obligation of the Trustee.

 

AMSTERDAM • ATLANTA • BEIJING • BOSTON • BRISBANE • BRUSSELS • CHICAGO • CLEVELAND • COLUMBUS • DALLAS • DETROIT

DUBAI • DÜSSELDORF • FRANKFURT • HONG KONG • HOUSTON • IRVINE • LONDON • LOS ANGELES • MADRID • MELBOURNE

MEXICO CITY • MIAMI • MILAN • MINNEAPOLIS • MUNICH • NEW YORK • PARIS • PERTH • PITTSBURGH • SAN DIEGO • SAN FRANCISCO

SÃO PAULO • SAUDI ARABIA • SHANGHAI • SILICON VALLEY • SINGAPORE • SYDNEY • TAIPEI • TOKYO • WASHINGTON


The Sherwin Williams Company

August 10, 2022

Page 2

 

The opinion expressed herein is limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights generally and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.

As to facts material to the opinion and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others. The opinion expressed herein is limited to the laws of the State of New York and the laws of the State of Ohio, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof filed by the Company and incorporated by reference into the Registration Statement on Form S-3 (Registration No. 333-266623) (the “Registration Statement”), filed by the Company to effect the registration of the Notes under the Securities Act of 1933 (the “Act”) and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period end:8/10/22424B5
8/8/22424B5,  FWP,  S-3ASR
 List all Filings 


3 Subsequent Filings that Reference this Filing

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

 2/20/24  Sherwin-Williams Co.              10-K       12/31/23  143:18M
 2/22/23  Sherwin-Williams Co.              10-K       12/31/22  129:17M
10/25/22  Sherwin-Williams Co.              10-Q        9/30/22   84:8.1M
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Filing Submission 0001193125-22-217047   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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