Exhibit 5.1
JONES DAY
NORTH POINT 901 LAKESIDE AVENUE CLEVELAND, OHIO 44114-1190
TELEPHONE: (216) 586-3939 FACSIMILE: (216) 579-0212
September 7, 2010
Parker-Hannifin Corporation
6035 Parkland Boulevard
Cleveland, Ohio 44124
Re: Up to $3,000,000,000 Aggregate Principal Amount of Medium-Term Notes,
Series A
Ladies and Gentlemen:
We are acting as counsel for Parker-Hannifin Corporation, an Ohio corporation (the Company),
in connection with the authorization of the sale from time to time, on a delayed basis, by the
Company of up to $3,000,000,000 aggregate principal amount of Medium-Term Notes, Series A, of the
Company (the Notes), pursuant to the Amended and Restated U.S. Distribution Agreement, dated as
of September 17, 2007, (as amended as of the date hereof, the Distribution Agreement), by and
among the Company and Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Goldman,
Sachs & Co., ABN AMRO Incorporated, Banc of America Securities LLC and KeyBanc Capital Markets
Inc., as amended by Amendment No. 1 to Amended and Restated U.S. Distribution Agreement, dated as
of May 28, 2008, by and among the Company and Morgan Stanley & Co. Incorporated, Citigroup Global
Markets Inc., Goldman, Sachs & Co., Greenwich Capital Markets, Inc., Banc of America Securities LLC
and KeyBanc Capital Markets Inc., and as further amended by Amendment No. 2 to Amended and Restated
U.S. Distribution Agreement, dated as of September 7, 2010, by and among the Company and Morgan
Stanley & Co. Incorporated, Citigroup Global Markets Inc., Goldman, Sachs & Co., RBS Securities
Inc., Banc of America Securities LLC, KeyBanc Capital Markets Inc., Barclays Capital Inc. and
Merrill Lynch, Pierce Fenner & Smith Incorporated, as agents. The Notes will be issued pursuant to
the Indenture, dated as of May 3, 1996 (the Indenture), between the Company and Wells Fargo Bank,
N.A. (as successor to National City Bank), as trustee (the Trustee). The Notes may be offered
and sold from time to time pursuant to Rule 415 under the Securities Act of 1933 (the Securities
Act).
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, when they are executed by the Company and authenticated by
the Trustee in accordance with the Indenture and issued and delivered against payment therefor in
accordance with the terms of the Distribution Agreement, will constitute valid and binding
obligations of the Company.
For purposes of the opinion expressed herein, we have assumed that (i) the definitive terms of
the Notes will be established in accordance with the provisions of the Indenture, (ii) the Trustee
has authorized, executed and delivered the Indenture and the Indenture is the valid, binding and
enforceable obligation of the Trustee, and (iii) the resolutions authorizing the issuance, offer
and sale
ATLANTA
BEIJING BRUSSELS CHICAGO CLEVELAND
COLUMBUS DALLAS DUBAI
FRANKFURT HONG KONG
HOUSTON
IRVINE LONDON LOS ANGELES
MADRID MEXICO CITY
MILAN MOSCOW MUNICH NEW DELHI NEW YORK PARIS
PITTSBURGH SAN DIEGO SAN FRANCISCO SHANGHAI SILICON
VALLEY SINGAPORE SYDNEY TAIPEI TOKYO
WASHINGTON
JONES
DAY
Parker-Hannifin Corporation
September 7, 2010
Page 2 of 2
of the Notes will be in full force and effect at all times at which any Notes are offered or
sold by the Company, and that the Company will take no action inconsistent with such resolutions.
The opinion expressed herein is limited by 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 by general equitable principles and public policy considerations,
whether such principles and considerations are considered in a proceeding at law or at equity.
The opinion expressed herein is limited to the laws of the State of New York and the laws of
the State of Ohio, in each case 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, as amended (Reg. No. 333-169069) (the Registration Statement), filed by
the Company to effect the registration of the Notes under the Securities Act and to the reference
to Jones Day under the caption Validity of the Notes 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 Securities Act or the
rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day