Exhibit 5
May 24, 2007
Parker-Hannifin Corporation
6035 Parkland Boulevard
Cleveland, Ohio 44124-4141
Re: Registration Statement on Form S-3 Filed by Parker-Hannifin Corporation
Ladies and Gentlemen:
We have acted as counsel for Parker-Hannifin Corporation, an Ohio corporation
(“Parker”), in connection with the authorization of the issuance and sale from time to
time, on a delayed basis, by Parker of: (i) debt securities of Parker (the “Debt
Securities”), in one or more series, certain of which may be convertible into or exchangeable
for Common Stock (as defined below); (ii) shares of common stock, par value $.50 per share, of
Parker (the “Common Stock”) and associated common stock purchase rights of Parker that
may be issued to the holders of the Common Stock (the “Rights”); (iii) shares of serial
preferred stock, par value $.50 per share, of Parker (the “Preferred Stock”), in one or
more series, certain of which may be convertible into or exchangeable for Common Stock or issuable
upon exercise of a warrant to purchase Preferred Stock; (iv) depositary shares of Parker
representing fractional interests in Preferred Stock (the “Depositary Shares”); (v)
warrants to purchase Common Stock, Preferred Stock or Debt Securities (the “Warrants”); and
(vi) contracts to purchase Common Stock or other securities at a future date or dates (the
“Stock Purchase Contracts”), which may be issued separately or as part of units consisting
of a Stock Purchase Contract and Debt Securities, Preferred Stock, Warrants or debt obligations of
third parties, including United States treasury securities, securing the holders’ obligations to
purchase the securities under the Stock Purchase Contracts (the “Stock Purchase Units”), in
each case, as contemplated by the Registration Statement on Form S-3 to which this opinion has been
filed as an exhibit (the “Registration Statement”). The Debt Securities, the Common Stock,
the Rights, the Preferred Stock, the Depositary Shares, the Warrants, the Stock Purchase Contracts and the
Stock Purchase Units are collectively referred to herein as the “Securities.” The
Securities 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 opinions 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:
| 1. |
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The Debt Securities, upon receipt by Parker of such lawful consideration therefor as Parker’s
Board of Directors (or an authorized committee thereof) may determine, will constitute valid
and binding obligations of Parker. |
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| 2. |
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The shares of Common Stock, upon receipt by Parker of such lawful consideration therefor
having a value not less than the par value therefor as Parker’s Board of Directors |
Parker-Hannifin Corporation
May 24, 2007
Page 2
| |
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(or an authorized committee thereof) may determine, will be validly issued, fully paid and
nonassessable. |
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| 3. |
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When issued in accordance with the Shareholder Protection Rights Agreement, dated as of
February 8, 2007 (the “Rights Agreement”), between Parker and National City
Bank, as rights agent, the Rights will be validly issued . |
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| 4. |
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The shares of Preferred Stock, upon receipt by Parker of such lawful consideration therefor
having a value not less than the par value therefor as Parker’s Board of Directors (or an
authorized committee thereof) may determine, will be validly issued, fully paid and
nonassessable. |
| |
| 5. |
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The Depositary Shares, upon receipt by Parker of such lawful consideration therefor as
Parker’s Board of Directors (or an authorized committee thereof) may determine, will be
validly issued, and the depositary receipts representing the Depositary Shares will entitle
the holders thereof to the rights specified therein and in the deposit agreement pursuant to
which they are issued. |
| |
| 6. |
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The Warrants, upon receipt by Parker of such lawful consideration therefor as Parker’s Board
of Directors (or an authorized committee thereof) may determine, will constitute valid and
binding obligations of Parker. |
| |
| 7. |
|
The Stock Purchase Contracts, upon receipt by Parker of such lawful consideration therefor as
Parker’s Board of Directors (or an authorized committee thereof) may determine, will
constitute valid and binding obligations of Parker. |
| |
| 8. |
|
The Stock Purchase Units, upon receipt by Parker of such lawful consideration therefor as
Parker’s Board of Directors (or an authorized committee thereof) may determine, will
constitute valid and binding obligations of Parker. |
In rendering the foregoing opinions, we have assumed that: (i) the Registration Statement, and
any amendments thereto, will have become effective (and will remain effective at the time of
issuance of any Securities thereunder); (ii) a prospectus supplement describing each class or
series of Securities offered pursuant to the Registration Statement, to the extent required by
applicable law and relevant rules and regulations of the Securities and Exchange Commission (the
“Commission”), will be timely filed with the Commission; (iii) the definitive terms of each
class or series of Securities will have been established in accordance with the authorizing
resolutions adopted by Parker’s Board of Directors (or an authorized committee thereof), Parker’s
Amended Articles of Incorporation (the “Articles of Incorporation”) and applicable law;
(iv) Parker will issue and deliver the Securities in the manner contemplated by the Registration
Statement and any Securities issuable upon conversion, exchange or exercise of any other Security,
will have been authorized and reserved for issuance, in each case within the limits of the then
remaining authorized but unreserved and unissued amounts of such Securities; (v) the resolutions
authorizing Parker to issue, offer and sell the Securities will have been adopted by Parker’s Board
of Directors (or an authorized committee thereof) and will be in full force and effect at all times
at which the Securities are offered or sold by Parker; (vi) all Securities will be
Parker-Hannifin Corporation
May 24, 2007
Page 3
issued in compliance with applicable federal and state securities laws; and (vii) any
Indenture, Deposit Agreement, Warrant Agreement, Purchase Contract Agreement (each as defined
below) and each Stock Purchase Unit will be governed by and construed in accordance with the laws
of the State of New York.
With respect to any Securities consisting of any series of Debt Securities, we have further
assumed that: (i) such Debt Securities will have been issued pursuant to an indenture
that has been executed and delivered by Parker and the applicable trustee in a form approved by us
(the “Indenture”), and the Indenture will have been qualified under the Trust Indenture Act
of 1939; (ii) all terms of such Debt Securities not provided for in the applicable Indenture will
have been established in accordance with the provisions of the applicable Indenture and reflected
in appropriate documentation approved by us and, if applicable, executed and delivered by Parker
and the applicable trustee; and (iii) such Debt Securities will be executed, authenticated, issued
and delivered in accordance with the provisions of the applicable Indenture.
With respect to any Securities consisting of Preferred Stock, we have further assumed that
Parker will issue and deliver the shares of the Preferred Stock being issued and delivered after
the filing with the Secretary of State of the State of Ohio of a certificate of amendment to the
Articles of Incorporation, approved by us, establishing the designations, preferences and rights of
the class or series of the Preferred Stock being issued and delivered.
With respect to any Securities consisting of Depositary Shares, we have further assumed that
the Depositary Shares will be: (i) issued and delivered after authorization, execution and delivery
of the deposit agreement, approved by us, relating to the Depositary Shares to be entered into
between Parker and an entity (the “Depositary”) selected by Parker to act as depository
(the “Deposit Agreement”); and (ii) issued after Parker deposits with the Depositary shares
of the Preferred Stock to be represented by such Depositary Shares that are authorized, validly
issued and fully paid as contemplated by the Registration Statement and the Deposit Agreement.
With respect to any Securities consisting of Warrants, we have further assumed that: (i) the
warrant agreement, approved by us, relating to the Warrants (the “Warrant Agreement”) to be
entered into between Parker and an entity selected by Parker to act as the warrant agent (the
“Warrant Agent”) will have been authorized, executed and delivered by Parker and the
Warrant Agent; and (ii) the Warrants will be authorized, executed and delivered by Parker and the
Warrant Agent in accordance with the provisions of the Warrant Agreement.
With respect to any Securities consisting of Stock Purchase Contracts, we have further assumed
that: (i) the purchase contract agreement, approved by us, relating to the Stock Purchase Contracts
(the “Purchase Contract Agreement”) to be entered into between Parker and an entity
selected by Parker to act as the purchase contract agent (the “Purchase Contract Agent”)
will have been authorized, executed and delivered by Parker and the Purchase Contract Agent; and
(ii) the Stock Purchase Contracts will be authorized, executed and delivered by Parker and the
Purchase Contract Agent in accordance with the provisions of the Purchase Contract Agreement.
Parker-Hannifin Corporation
May 24, 2007
Page 4
With respect to any Securities consisting of Stock Purchase Units, we have further assumed
that each component of such Stock Purchase Units will be authorized, validly issued and fully paid
(to the extent applicable) as contemplated by the Registration Statement and the applicable unit
agreement, if any.
Our opinions set forth in paragraphs 1, 6, 7 and 8 are limited by: (i) bankruptcy, insolvency,
reorganization, fraudulent transfer, conveyance, voidable preference, moratorium or other similar
laws, regulations or judicial opinions of general applicability, including those 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.
The opinions expressed herein are limited to the federal securities laws of the United States
of America, 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.
The opinion set forth in paragraph 3 is limited to the valid issuance of the Rights under the
corporation laws of the State of Ohio. We do not express any opinion herein with respect to any
other aspect of the Rights, the effect of equitable principles or fiduciary considerations relating
to the adoption of the Rights Agreement or the issuance of the Rights or the enforceability or any
particular provisions of the Rights Agreement. In rendering the opinion set forth in paragraph 3, we have assumed that the Directors of Parker have acted and will act in the good faith
exercise of their business judgment with respect to the authorization of the issuance of the Rights
and the execution of the Rights Agreement.
In rendering the opinion set forth in paragraph 3, moreover, we note that our research
indicates that there are no reported decisions applying Ohio law concerning the authorization or
issuance of securities substantially similar to the Rights. In the absence of directly applicable
judicial authority, we have considered the pertinent provisions of Ohio corporation law and the
decisions of courts applying the laws of other jurisdictions to analogous factual situations.
Although such decisions may be persuasive to Ohio courts, they have no binding precedential effect.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement 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 Securities Act
or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day