EX-5.2 4 v57859exv5w2.htm EX-5.2 exv5w2
Exhibit 5.2
         
    355 South Grand Avenue
Los Angeles, California 90071-1560
Tel: +1.213.485.1234 Fax: +1.213.891.8763
www.lw.com
 
       
(LATHAM & WATKINS LOGO)   FIRM / AFFILIATE OFFICES
 
  Abu Dhabi   Moscow
 
  Barcelona   Munich
 
  Beijing   New Jersey
 
  Brussels   New York
 
  Chicago   Orange County
November 15, 2010
  Doha   Paris
 
  Dubai   Riyadh
 
  Frankfurt   Rome
 
  Hamburg   San Diego
Avery Dennison Corporation
  Hong Kong   San Francisco
150 North Orange Grove Boulevard
  Houston   Shanghai
Pasadena, California 91103-3596
  London   Silicon Valley
 
  Los Angeles   Singapore
 
  Madrid   Tokyo
 
  Milan   Washington, D.C.
  Re:    Registration No. 333-169954: 2,133,656
shares of common stock
Ladies and Gentlemen:
     We have acted as special counsel to Avery Dennison Corporation, a Delaware corporation (the “Company”), in connection with the issuance of 2,133,656 shares of common stock, $1.00 par value per share (the “Shares”). The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on October 15, 2010 (Registration No. 333-169954) (the “Registration Statement”), a base prospectus dated October 15, 2010 (the “Base Prospectus”) and a final prospectus supplement dated November 15, 2010 (together with the Base Prospectus, the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
     As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.
     Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Purchase Contract and Pledge Agreement, dated as of November 20, 2007, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly

 


 

November 15, 2010
Page 2
(LATHAM & WATKINS LOGO)
issued, and the Shares will be fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.
     This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Form 8-K dated November 15, 2010 and to the reference to our firm in the Prospectus under the heading “Validity of the Securities.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ LATHAM & WATKINS LLP