EX-5.1 4 dex51.htm OPINION OF LATHAM & WATKINS Opinion of Latham & Watkins

EXHIBIT 5.1

 

[LETTERHEAD OF LATHAM & WATKINS LLP]

 

February 13, 2003

 

Avery Dennison Corporation

150 North Orange Grove Boulevard

Pasadena, California 91103

 

  Re:   Registration for resale of 743,108 shares of common stock, par value $1.00 per
      share, of Avery Dennison Corporation

 

Ladies and Gentlemen:

 

In connection with the registration of 743,108 shares of common stock of the Company, par value $1.00 per share (the “Shares”), under the Securities Act of 1933, as amended (the “Act”), by Avery Dennison Corporation, a Delaware corporation (the “Company”), on Form S-3 filed with the Securities and Exchange Commission (the “Commission”) on February 13, 2003, (File No. 333-            ), (the “Registration Statement”), you have requested our opinion with respect to the matters set forth below.

 

In our capacity as your special counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares. In addition, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion.

 

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies.

 

We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware and we express no opinion with respect to the applicability thereto, or the effect thereon, of any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

 

Subject to the foregoing, it is our opinion that the Shares have been duly authorized and are validly issued, fully paid and nonassessable.

 

We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Validity of Common Stock”.

 

Very truly yours,

 

/s/    LATHAM & WATKINS LLP