EXHIBIT 5
Published on December 15, 2009
Exhibit
5
[Emerson
Electric Co. Letterhead]
December
14, 2009
Emerson
Electric Co.
8000 W.
Florissant Avenue
St.
Louis, Missouri 63136
Gentleman:
I am Vice
President, Associate General Counsel and Assistant Secretary of Emerson Electric
Co. (the “Registrant”), and in such capacity I am familiar with the Registration
Statement on Form S-8 to which this opinion is filed as an exhibit (the
“Registration Statement”) which registers under the Securities Act of 1933, as
amended, 1,050,000 shares of Common Stock (the “Shares”) of the Registrant which
may be issued pursuant to the Avocent Corporation 2008 Inducement Equity
Incentive Plan and the Avocent Corporation 2005 Equity Incentive Plan
(collectively, the “Plans”).
I have
examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as I deemed necessary for the purposes of the
opinion expressed herein.
On the
basis of the foregoing, I am of the opinion that the Shares to which the
Registration Statement relates, when issued in accordance with the provisions of
the Plans, will be legally issued, fully paid and non-assessable.
I consent
to the filing of this opinion as an exhibit to the Registration
Statement. I also consent to your filing copies of this opinion as an
exhibit to the Registration Statement with such agencies of such states as you
deem necessary in the course of complying with the laws of such states regarding
the offering and sale of the Shares. In giving this consent, I do not
admit that I am 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.
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Yours
truly,
/s/
Timothy G. Westman
Timothy
G. Westman
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