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Johnson Controls International plc – ‘8-K’ for 9/8/20 – ‘EX-5.1’

On:  Friday, 9/11/20, at 4:14pm ET   ·   For:  9/8/20   ·   Accession #:  1193125-20-244119   ·   File #:  1-13836

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

 9/11/20  Johnson Controls Int’l plc        8-K:1,8,9   9/08/20   16:859K                                   Donnelley … Solutions/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     57K 
 2: EX-1.1      Underwriting Agreement or Conflict Minerals Report  HTML    130K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     94K 
 4: EX-5.1      Opinion of Counsel re: Legality                     HTML     16K 
 5: EX-5.2      Opinion of Counsel re: Legality                     HTML     46K 
 6: EX-5.3      Opinion of Counsel re: Legality                     HTML     56K 
12: R1          Document and Entity Information                     HTML     90K 
14: XML         IDEA XML File -- Filing Summary                      XML     14K 
11: XML         XBRL Instance -- d23518d8k_htm                       XML     57K 
13: EXCEL       IDEA Workbook of Financial Reports                  XLSX      7K 
 8: EX-101.DEF  XBRL Definitions -- jci-20200908_def                 XML     57K 
 9: EX-101.LAB  XBRL Labels -- jci-20200908_lab                      XML     98K 
10: EX-101.PRE  XBRL Presentations -- jci-20200908_pre               XML     60K 
 7: EX-101.SCH  XBRL Schema -- jci-20200908                          XSD     26K 
15: JSON        XBRL Instance as JSON Data -- MetaLinks               19±    29K 
16: ZIP         XBRL Zipped Folder -- 0001193125-20-244119-xbrl      Zip     92K 


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


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  EX-5.1  

Exhibit 5.1

[Simpson Thacher & Bartlett LLP Letterhead]

September 11, 2020

Johnson Controls International plc

One Albert Quay

Cork, Ireland T12 X8N6

Tyco Fire & Security Finance S.C.A.

2 rue Jean Monnet

2180, Luxembourg, Grand Duchy of Luxembourg

Ladies and Gentlemen:

We have acted as U.S. counsel to Johnson Controls International plc, a public company limited by shares, incorporated under the laws of Ireland (the “Company”) and Tyco Fire & Security Finance S.C.A., a corporate partnership limited by shares, incorporated and organized under the laws of the Grand Duchy of Luxembourg (“TFSCA”), in connection with the Registration Statement on Form S-3 (as amended by Post-Effective Amendment No. 1 thereto, the “Registration Statement”) filed by the Company and the Co-Issuer with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, relating to the issuance by the Company and the Co-Issuer from time to time of debt securities (the “Securities”).

We have examined the Registration Statement, the Underwriting Agreement dated September 8, 2020 (the Underwriting Agreement), among the Company, the Co-Issuer and the underwriters named therein pursuant to which such underwriters have agreed to purchase U.S.$625,000,000 aggregate principal amount of 1.750% Senior Notes due 2030 (the “Notes”) issued by the Company and the Co-Issuer, the Indenture, dated as of December 28, 2016 (the “Base Indenture), between the Company and U.S. Bank National Association, as trustee (the


Johnson Controls International plc

Tyco Fire & Safety Finance S.C.A

   - 2 -    September 11, 2020

 

“Trustee”), as supplemented by the Fifth Supplemental Indenture, dated as of September 11, 2020, among the Company, the Co-Issuer and the Trustee (together with the Base Indenture, the Indenture), and duplicates of the global notes representing the Notes. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and Co-Issuer and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.

In rendering the opinion set forth below, we have assumed further that (1) each of the Company and the Co-Issuer is validly existing and in good standing under the law of the jurisdiction in which it is organized and has duly authorized, executed, issued and delivered the Underwriting Agreement, the Indenture and the Notes, as applicable, in accordance with its organizational documents and the law of the jurisdiction in which it is organized, (2) the execution, issuance, delivery and performance by the Company and the Co-Issuer of the Underwriting Agreement, the Indenture and the Notes, as applicable, do not constitute a breach or violation of its organizational documents or violate the law of the jurisdiction in which it is organized or any other jurisdiction (except that no such assumption is made with respect to the


Johnson Controls International plc

Tyco Fire & Safety Finance S.C.A

   - 3 -    September 11, 2020

 

law of the State of New York) and (3) the execution, issuance, delivery and performance by the Company and the Co-Issuer of the Underwriting Agreement, the Indenture and the Notes, as applicable, do not constitute a breach or default under any agreement or instrument which is binding upon the Company or the Co-Issuer.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that assuming due authentication thereof by the Trustee and upon payment and delivery in accordance with the provisions of the Underwriting Agreement, the Notes will constitute valid and legally binding obligations of the Company and the Co-Issuer enforceable against the Company and the Co-Issuer in accordance with their terms.

Our opinion set forth above is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing and (iv) to the effects of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors’ rights. In addition, we express no opinion as to the validity, legally binding effect or enforceability of Section 13.10 of the Base Indenture and Section 2.04 of the Supplemental Indenture, relating to the separability of provisions of the Base Indenture and the Supplemental Indenture, respectively.

In connection with the Indenture whereby the parties submit to the jurisdiction of any state or federal court in the City of New York, State of New York, United States of America, we note the limitations of 28 U.S.C. Sections 1331 and 1332 on subject matter jurisdiction of the U.S. federal courts. In connection with the provisions of the Indenture which relate to forum selection (including, without limitation, any waiver of any objection to venue or any objection


Johnson Controls International plc

Tyco Fire & Safety Finance S.C.A

   - 4 -    September 11, 2020

 

that a court is an inconvenient forum), we note that under N.Y.C.P.L.R. Section 510 a New York State court may have discretion to transfer the place of trial, and under 28 U.S.C. Section 1404(a) a United States District Court has discretion to transfer an action from one U.S. federal court to another.

We do not express any opinion herein concerning any law other than the law of the State of New York.

We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement.

 

Very truly yours,
/s/ SIMPSON THACHER & BARTLETT LLP
SIMPSON THACHER & BARTLETT LLP

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:9/11/204,  424B5
For Period end:9/8/20424B5,  FWP
12/28/168-A12B,  8-K
 List all Filings 


6 Subsequent Filings that Reference this Filing

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

 5/02/24  Johnson Controls Int’l plc        8-A12B                 1:21K                                    Donnelley … Solutions/FA
12/14/23  Johnson Controls Int’l plc        10-K        9/30/23  146:19M
11/15/22  Johnson Controls Int’l plc        10-K        9/30/22  146:21M
11/15/21  Johnson Controls Int’l plc        10-K        9/30/21  137:24M
11/16/20  Johnson Controls Int’l plc        10-K        9/30/20  135:24M
 9/22/20  Johnson Controls Int’l plc        8-A12B      9/21/20    1:25K                                    Donnelley … Solutions/FA


1 Previous Filing that this Filing References

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

12/28/16  Johnson Controls Int’l plc        8-K:2,8,9  12/28/16    3:2.2M                                   Toppan Merrill/FA
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