Exhibit 5.1
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Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, CA 94105-2669 | ||
| July 7, 2020 | + 415 773 5700
orrick.com | |
Levi Strauss & Co.
1155 Battery Street
San Francisco, CA 94111
| Re: | $500,000,000 Aggregate Principal Amount of 5.00% Senior Notes due 2025 (the “Notes”) |
Ladies and Gentlemen:
We have acted as counsel to Levi Strauss & Co., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-4 filed by the Company with the Securities and Exchange Commission (the “Commission”) as of the date hereof (the “Registration Statement”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of up to $500,000,000 aggregate principal amount of 5.00% Senior Notes due 2025 (the “Exchange Notes”). The Exchange Notes will be issued under an indenture, dated as of April 27, 2015 (the “Indenture”), by and between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of April 17, 2020 (the “Supplemental Indenture”). The Company has filed the Indenture, the Supplemental Indenture and the form of the Exchange Notes with the Commission as exhibits to Current Reports on Form 8-K and has filed this opinion letter with the Commission as an exhibit to the Registration Statement. The Exchange Notes will be offered in exchange for up to $500,000,000 aggregate principal amount of the Company’s outstanding 5.00% Senior Notes due 2025 issued on April 17, 2020.
We have examined the Registration Statement, the Indenture and the Supplemental Indenture, including the form of the Exchange Notes. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture and the Supplemental Indenture are valid and legally binding obligations of the Trustee.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that when the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture and the Supplemental Indenture, upon the exchange of the Exchange Notes, the Exchange Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.
Our opinion set forth above is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing.