Exhibit 5.1
[Letterhead of Ecolab Inc.]
| December 10, 2012 |
Ecolab Inc.
370 Wabasha Street North
St. Paul, Minnesota 55102
Re: Ecolab Inc. Registration Statement on Form S-3
Ladies and Gentlemen:
I am the Corporate Compliance Officer, Associate General Counsel and Assistant Secretary of Ecolab Inc., a Delaware corporation (the “Company”), and have acted as counsel to the Company in connection with the registration statement on Form S-3 (the “Registration Statement”) to be filed on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”). The registration statement relates to the sale of shares of the Company’s Common Stock, $1.00 par value per share (the “Secondary Shares”), from time to time by certain stockholders of the Company named therein (the “Selling Stockholders”) pursuant to Rule 415 of the General Rule and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, I or attorneys under my supervision have examined and relied upon the following: (i) the Registration Statement, (ii) the Restated Certificate of Incorporation of the Company, as currently in effect (the “Charter”), (iii) the By-Laws of the Company, as currently in effect (the “By-Laws”), and (iv) certain resolutions of the Company’s Board of Directors (the “Board of Directors”) relating to the Secondary Shares and related matters. I or attorneys under my supervision have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as I or attorneys under my supervision have deemed necessary or appropriate as a basis for the opinion set forth herein.
In our examination, I or attorneys under my supervision have assumed the legal capacity and competency of all natural persons, the genuineness of all signatures,
including endorsements, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies and the authenticity of the originals of such copies. I or attorneys under my supervision have assumed that the parties thereto, other than the Company, its directors and officers, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. In addition, I or attorneys under my supervision have assumed that (i) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company will take all necessary corporate action to approve the issuance of the Secondary Shares and related matters; (ii) the Company will receive the entire amount of the consideration contemplated by the Board of Directors authorizing the issuance of the Secondary Shares; (iii) the terms of the Secondary Shares will have been established in conformity with the Charter and By-laws so as not to violate, conflict with or constitute a default under (1) any agreement or instrument to which the Company or its property is subject, (2) any law, rule or regulation to which the Company or its property is subject, (3) any judicial or regulatory order or decree of any governmental authority or (4) any consent, approval, license, authorization or validation of, or filing, recording or registration with any governmental authority; (iv) if certificated, certificates in the form required under the Delaware General Corporation Law, as amended (the “DGCL”), representing the Secondary Shares will be duly executed and countersigned; and (v) the Secondary Shares will be registered in the Company’s share registry and delivered upon payment of the agreed-upon consideration therefor. As to any facts relevant to the opinion expressed herein which I or attorneys under my supervision did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others and of public officials.
Based on and subject to the foregoing and to the other qualifications and limitations set forth herein, I am of the opinion that the Secondary Shares, upon issuance, will be duly authorized and validly issued and will be fully paid and nonassessable.
In giving the foregoing opinion, I do not express any opinion as to the laws of any jurisdiction other that the corporate laws of the State of Delaware and the federal laws of the United States of America to the extent referred to specifically herein, and I do not express any opinion as to the effect of any other laws on the opinion stated herein. The Secondary Shares may be sold from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the Act and the rules and regulations of the Commission promulgated thereunder, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to its use as part of the Registration Statement and to the reference to me under the caption “Legal Matters” in the Registration Statement; however, this consent is not to be construed so as to include me within the category of persons
whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and I disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law.
| Very truly yours, |
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| /s/ Michael C. McCormick |
| Corporate Compliance Officer, |