OPINION
Published on June 7, 2004
EXHIBIT 5
EMERSON ELECTRIC CO.
8000 West Florissant Avenue, Station 2431
St. Louis, Missouri 63136
June 7, 2004
Emerson Electric Co.
8000 West Florissant Avenue, Station 2431
St. Louis, Missouri 63136
Dear Sirs:
I am Assistant General Counsel and Assistant Secretary of Emerson Electric Co.
(the "Corporation"), and in such capacity I am familiar with the preparation of
Amendment No. 3 to the registration statement on Form S-3, Registration No.
333-110546 (as further amended from time to time, the "Registration Statement")
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the Securities Act of 1933, as amended (the "Act"), on the date hereof. The
Registration Statement relates to the offering by the Corporation of:
- Convertible Debt Securities;
- Non-Convertible Debt Securities;
- Medium Term Notes;
- Preferred Stock, par value $2.50 per share;
- Common Stock, par value $0.50 per share;
- Warrants;
- Share Purchase Contracts; or
- Share Purchase Units (collectively, the "Securities").
The Securities, as set forth in the Registration Statement, form of prospectus
with respect to the Securities contained therein (the "Prospectus") and one or
more supplements to such Prospectus (each, a "Prospectus Supplement"), will be
registered for issuance from time to time pursuant to Rule 415 of the Act. If so
indicated in a Prospectus Supplement, the Debt Securities and Preferred Stock
may be convertible or exchangeable into Non-Convertible Debt Securities, Common
Stock or Preferred Stock of the Corporation.
The Registration Statement also constitutes, pursuant to Rule 429 under the Act,
Post-Effective Amendment No. 5 to Registration Statement No. 333-52658, which
previously registered Debt Securities.
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 purpose of the
opinions expressed herein.
Based upon the foregoing and subject to the assumptions, qualifications and
limitations below, I am of the opinion that:
1. The Debt Securities (consisting of unsecured convertible and
non-convertible notes, debentures or other evidence of the Corporation's
indebtedness, including notes commonly referred to as medium term notes) being
registered pursuant to the Registration Statement, when issued and delivered as
contemplated by the Registration Statement and upon receipt by the Corporation
of such lawful consideration therefor as the Corporation's Board of Directors
(or a duly authorized committee thereof) may determine, will constitute valid
and binding obligations of the Corporation.
2. The shares of Common Stock being registered pursuant to the
Registration Statement, when issued and delivered as contemplated by the
Registration Statement and upon receipt by the Corporation of such lawful
consideration therefor having a value not less than the par value thereof as the
Corporation's Board of Directors (or a duly authorized committee thereof) may
determine, will be validly issued, fully paid and nonassessable.
3. The shares of the Preferred Stock being registered pursuant to the
Registration Statement, when issued and delivered as contemplated by the
Registration Statement and upon receipt by the Corporation of such lawful
consideration therefor having a value not less than the par value thereof as the
Corporation's Board of Directors (or a duly authorized committee thereof) may
determine, will be validly issued, fully paid and nonassessable.
4. Any Warrants offered and sold as contemplated in the Registration
Statement, when issued and sold in accordance with the resolutions of the Board
of Directors authorizing the offer, issuance and sale of the Warrants, will be
duly and validly authorized and will constitute valid and binding obligations of
the Corporation.
5. The Stock Purchase Contracts being registered pursuant to the
Registration Statement, when issued and sold in accordance with the resolutions
of the Board of Directors authorizing the offer, issuance and sale of the Stock
Purchase Contracts as contemplated by the Registration Statement, and upon
receipt by the Corporation of such lawful consideration therefor as the
Corporation's Board of Directors (or a duly authorized committee thereof) may
determine, will constitute valid and binding obligations of the Corporation.
6. The Stock Purchase Units being registered pursuant to the
Registration Statement, when issued and sold in accordance with the resolutions
of the Board of Directors authorizing the offer, issuance and sale of the Stock
Purchase Units as contemplated by the Registration Statement and upon receipt by
the Corporation of such lawful consideration therefor as the Corporation's Board
of Directors (or a duly authorized committee thereof) may determine, will
constitute valid and binding obligations of the Corporation.
In rendering the foregoing opinions, I have assumed that: (i) the Registration
Statement, and any amendments thereto, will have become effective; (ii) a
Prospectus Supplement describing each class and/or series of Securities offered
pursuant to the Registration Statement will have been filed with the Commission;
(iii) the definitive terms of each class and/or series of Securities will have
been established in accordance with the authorizing resolutions of the
Corporation's Board of Directors, the Corporation's Articles of Incorporation
and applicable law; (iv) any Securities, including Common Stock or Preferred
Stock issuable upon conversion, exchange, or exercise of any other security,
will have been duly authorized and reserved for issuance from the applicable
class of capital stock of the Corporation, in each case within the limits of
such class of capital stock then remaining authorized but unreserved and
unissued; (v) the resolutions authorizing the Corporation to issue, offer and
sell the Securities will have been adopted by the Corporation's Board of
Directors and will be in full force and effect at all times at which the
Securities are offered or sold by the Corporation; and (vi) all Securities will
be issued in compliance with applicable federal and state securities laws.
At the time of any sale of Securities (i) I will review the operative documents
(including the applicable Prospectus Supplement) pursuant to which such
Securities are offered and issued, (ii) the Corporation will file an unqualified
opinion of counsel with respect to such Securities and (iii) the Corporation
will file as an exhibit to the Registration Statement such supplement or
amendment to this opinion (if any) as I may consider necessary or appropriate by
reason of the terms of such Securities or any changes in the Corporation's
capital structure or other pertinent circumstances.
I hereby consent to the use of the foregoing opinion as Exhibit 5 of the
Registration Statement filed with the Commission under the Act with respect to
the Securities and to the use of my name in such Registration Statement and
Prospectus and any Prospectus Supplement related thereto under the heading
"Legal Matters." In giving such consent, I do not thereby admit that I am
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/ Harley M. Smith
Harley M. Smith