EX-5.2
Published on March 17, 2015
Exhibit 5.2
March 17, 2015
Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, NJ 07417-1880
RE: | Becton, Dickinson and Company |
Prospectus Supplement to Form S-3
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of Becton, Dickinson and Company, a New Jersey corporation (the Company), and have been requested to furnish this opinion in connection with an offering of securities pursuant to the Companys registration statement on Form S-3 (Registration No. 333-183059) (the Registration Statement), filed by the Company with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), relating to the registration of the issuance of 104,484 shares (the Shares) of the Companys common stock, par value $1.00 per share (the Common Stock), issuable pursuant to the CareFusion 2009 Long-Term Incentive Plan (the Plan), assumed by the Company. The Shares are being offered pursuant to a Prospectus, dated August 3, 2012, as supplemented by the Prospectus Supplement, dated March 17, 2015 (together, the Prospectus), filed with the Commission on March 17, 2015 pursuant to Rule 424(b) under the Securities Act.
In connection with the furnishing of this opinion, I have examined copies of the Registration Statement, the Prospectus and the Plan.
I also have examined such corporate records of the Company, such agreements and instruments, such certificates of public officials, such certificates of other officers of the Company and other persons, such questions of law and such other documents as I have deemed necessary as a basis for the opinions hereinafter expressed.
In such examination, except with respect to documents executed by officers of the Company in my presence, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based on the foregoing, I am of the opinion that the Shares have been duly authorized and, when such Shares have been issued in accordance with the terms and conditions of the applicable Plan and the applicable Award Agreement for consideration in an amount at least equal to the par value of such Shares, the Shares will be validly issued, fully paid and nonassessable.
I am a member of the Bar of the State of New York, and attorneys under my supervision upon whom I am relying are members of the Bar of the State of New Jersey. The foregoing opinion is limited to the Business Corporation Act of the State of New Jersey and the federal laws of the United States of America.
I hereby consent to the filing of this opinion as an Exhibit 5.2 to the Companys Current Report on Form 8-K filed on March 17, 2015. In addition, I consent to the reference to me under the caption Validity of the Securities in the Prospectus.
This opinion is rendered solely to you in connection with the above matter. 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.
[signature page follows]
Very truly yours,
/s/ Jeffrey Sherman
Jeffrey Sherman
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