EX-5 4 dp09427_ex05.htm
 
Exhibit 5
 
 
 
Thomas & Betts Corporation
8155 T&B Boulevard
Memphis, TN 38125
(901) 252-5000
www.TNB.com
   
   
 
 


May 7, 2008



Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Ladies and Gentlemen:
 
I am Chief Compliance Officer, Assistant General Counsel and Assistant Secretary of Thomas & Betts Corporation, a Tennessee corporation (the “Company”), and have acted as counsel in connection with the Registration Statement on Form S-8 (the “Registration Statement”) being filed by the Company under the Securities Act of 1933, as amended, relating to the issuance of up to 4,500,000 shares of the Company’s common stock, par value $.10 (the “Shares”), in connection with the Thomas & Betts Corporation 2008 Stock Incentive Plan (the “Plan”).
 
I have examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate documents and records which I have deemed necessary or appropriate for the purposes of the opinion and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. I have assumed that the signatures (other than those of officers of the Company) on all documents that I have examined are genuine.
 
Based upon the foregoing, I am of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable.
 
I hereby consent to the filing of the opinion as an exhibit to the Registration Statement.
 
   
     
     
  /s/ W. David Smith, Jr.  
 
Chief Compliance Officer, Assistant General Counsel and Assistant Secretary