OPINION OF T.G. WESTMAN, ESQ.
Published on January 14, 2008
Exhibit 5.1
EMERSON ELECTRIC CO.
8000 W. FLORISSANT
P.O. BOX 4100
ST. LOUIS, MO. 63136-8506
8000 W. FLORISSANT
P.O. BOX 4100
ST. LOUIS, MO. 63136-8506
TIMOTHY G. WESTMAN
VICE PRESIDENT, ASSOCIATE GENERAL COUNSEL
AND ASSISTANT SECRETARY
(314) 553-3822
VICE PRESIDENT, ASSOCIATE GENERAL COUNSEL
AND ASSISTANT SECRETARY
(314) 553-3822
January 10, 2008
Emerson Electric Co.
8000 West Florissant Avenue
P.O. Box 4100
St. Louis, MO 63136-8506
8000 West Florissant Avenue
P.O. Box 4100
St. Louis, MO 63136-8506
Re: | $400,000,000 of 5.250% Notes Due 2018 |
Ladies and Gentlemen:
I am Vice President, Associate General Counsel and Assistant Secretary of Emerson Electric Co.
(the Company), and in such capacity I am familiar with the registration of up to $400,000,000
aggregate principal amount of the Companys 5.250% Notes Due 2018 (the Notes) under the
Securities Act of 1933, as amended (the Act). The Notes are debt securities being issued under
an Indenture (the Indenture) dated December 10, 1998 between the Company and The Bank of New York
Trust Company, N.A., as Trustee (successor to The Bank of New York). The Company proposes to
offer and sell the Notes to the public in accordance with the terms and conditions of an
Underwriting Agreement dated as of January 10, 2008 (the Agreement) and the Pricing
Agreement (the Pricing Agreement) dated as of January 10, 2008 among the Company and J.P. Morgan
Securities Inc., as representatives of the several underwriters named therein, and the Companys
Registration Statement on Form S-3 (File Number 333-110546) (the Registration Statement), the
Preliminary Prospectus Supplement dated January 10, 2008 and the accompanying Prospectus dated
August 17, 2005, the Final Term Sheet relating to the Prospectus Supplement dated January 10, 2008
to the Prospectus dated August 17, 2005, and the Prospectus Supplement dated January 10, 2008 and
the accompanying Prospectus dated August 17, 2005 for the sale of the Notes by the Company.
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 opinion expressed herein. In my examination of the
foregoing, I have assumed the authenticity of all documents submitted to me as originals, the
genuineness of all signatures and the conformity to authentic originals of all documents submitted
to me as copies. I have also assumed the legal capacity for all purposes relevant hereto of all
natural persons and, with respect to all parties to agreements or instruments relevant hereto other
than the Company, that such parties had the requisite power and authority (corporate or otherwise)
to execute, deliver and perform such agreements or instruments, that such agreements or instruments
have been duly authorized by all requisite action (corporate or otherwise), executed and delivered
by such parties and that such agreements or instruments are the valid, binding and enforceable
obligations of such parties. As to questions of fact material to my opinions, I have relied upon
certificates or statements of officers and other representatives of the Company and of public
officials and authorities. I have assumed without investigation that any certificates or statements
on which I have relied that were given or dated earlier than the date
of this opinion letter continued to remain accurate, insofar as relevant to such opinion, from
such earlier date through and including the date of this letter.
Capitalized terms used and not defined herein shall have the meanings assigned to them in the
Indenture.
Based on the foregoing, I am of the opinion that the Notes have been duly authorized and, when
executed, issued, sold and delivered against payment therefor in the manner described in the
Registration Statement and in accordance with the Indenture, and duly authenticated by the Trustee
as specified in the Indenture, will constitute valid and binding obligations of the Company.
The foregoing opinion is subject to the qualifications, that (i) the rights and remedies may
be limited by bankruptcy, reorganization and other laws of general application relating to or
affecting the enforcement of creditors rights or the availability of equitable remedies and (ii) I
am admitted to practice law in the State of Missouri and I express no opinion on any law other than
that of Missouri and the federal law of the United States. This opinion may not be relied upon by
you for any other purpose or relied upon by or furnished to any other person without my prior
written consent.
I hereby consent to the use of my name in the Registration Statement and in the related
prospectus, and in any supplement to such prospectus, and to the use of this Opinion as an exhibit
to the Registration Statement. In giving such consent, I do not hereby admit that I am included in
the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the Rules and Regulations of the Securities and Exchange Commission thereunder.
[Signature Page Follows]
Very truly yours, | ||||
/s/ Timothy G. Westman Timothy G. Westman |