Exhibit 5.2
| Die Welle | ||
| Reuterweg 20 | ||
| 60323 Frankfurt am Main, Germany | ||
| Tel: +49.69.6062.6000 | ||
| Fax: +49.69.6062.6700 | ||
| www.lw.com | ||
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| Austin | Milan | |
| Beijing | Munich | |
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| Chicago | Paris | |
| Dubai | Riyadh | |
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| Frankfurt | San Francisco | |
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March 2, 2026
To:
Amphenol Corporation
358 Hall Avenue
Wallingford, Connecticut 06492
Amphenol Technologies Holding GmbH
August-Häußer-Straße 10
74080 Heilbronn
Amphenol – Registration Statement on Form S-3
To the addressees set forth above:
| (1) | We have acted as special German legal counsel to Amphenol Technologies Holding GmbH (the “Company”), a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany and a wholly-owned subsidiary of Amphenol Corporation, a Delaware corporation (the “Parent”), in connection with the filing on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (as amended, the “Registration Statement”), including a base prospectus (the “Base Prospectus”), which provides that it will be supplemented by one or more prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a “Prospectus”), under the Securities Act of 1933, as amended (the “Act”), relating to the registration (a) for issue and sale of one or more series of the Parent’s senior debt securities to be issued under an indenture dated March 16, 2023 between the Parent, as issuer, and U.S. Bank Trust Company, National Association, as trustee, (which is included as Exhibit 4.1 to the Registration Statement) and one or more board resolutions, supplements thereto or officers’ certificates thereunder, and (b) (i) for issue and sale of one or more series of senior debt securities of the Company’s senior debt securities (collectively, the “German Debt Securities”) and (ii) the provision of a full and unconditional guarantee of the German Debt Securities by the Parent (the “Guarantee”), in each case pursuant to an indenture among the Company, as issuer, the Parent, as guarantor, and U.S. Bank Trust Company, National Association, as trustee, (a form of which is included as Exhibit 4.2 to the Registration Statement) and one or more supplements thereto or officers’ certificates thereunder (such indenture, together with the applicable supplement or officers’ certificate pertaining to the applicable series of the German Debt Securities, the “Indenture”). |
This opinion (the “Opinion”) is rendered to in connection with the Registration Statement.
Capitalized English terms used herein, but not otherwise defined shall have the meaning ascribed to them in the Registration Statement. Where a German translation of an English term appears in the text of this Opinion, the German translation of such term shall be decisive and authoritative for the interpretation of the relevant English term in the Opinion.
| (2) | For the purposes of this Opinion, we have examined: |
| (a) | a draft of the Indenture in the form attached to the Registration Statement, expressed to be governed by the laws of the State of New York: |
Latham & Watkins LLP, a limited liability partnership organized under the laws of the State of Delaware (USA)
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| (b) | the following corporate documents (the “Corporate Documents“): |
| (i) | an electronic copy of the excerpt from the commercial register (Handelsregisterauszug) at the local court (Amtsgericht) of Stuttgart, HRB 104157 relating to the Company, dated March 2, 2026 (the “Excerpt”); |
| (ii) | an electronic copy of the articles of association (Satzung) of the Company, dated June 13, 2018 (the “Articles of Association”); |
| (iii) | an electronic copy of the list of the shareholders of the Company, dated February 8, 2019 (the “Shareholders List”); |
| (iv) | an electronic copy of the shareholders’ resolution (Gesellschafterbeschluss) of Amphenol Germany GmbH as the shareholder of the Company approving the execution and performance of the Indenture to which the Company is a party, dated February 24, 2026 (the “Shareholders’ Resolution”); and |
| (c) | an electronic copy of the Registration Statement; |
The Registration Statement, the Indenture and the Corporate Documents are collectively referred to as the “Documents”.
Except as stated above, we have not examined any agreements, deeds, instruments or other documents entered into by or affecting the Company or any corporate records of the Company or any other person and we have not made any other inquiries concerning the Company or any other person. We have relied upon the foregoing with respect to all factual matters stated therein. We have not independently verified such factual matters and do not opine as to matters of fact.
| (3) | We have not investigated the laws of any country other than the Federal Republic of Germany (including the laws of the European Union to the extent directly applicable in the Federal Republic of Germany). This Opinion speaks only as of the date hereof and is given only with respect to the laws of the Federal Republic of Germany as in effect on the date hereof. To the extent we have reviewed documents expressed to be governed by any laws other than the laws of the Federal Republic of Germany, we have interpreted the provisions contained therein from the perspective of a German-qualified lawyer without considering the particular meaning of such provisions under the relevant foreign law. In this Opinion, unless expressly stated to the contrary, German legal concepts are described and referred to in the English language and not in their original German terms which may not be fully identical in their respective legal meanings or ramifications. This Opinion may, therefore, only be relied upon on the express condition that any issues of interpretation arising thereunder are governed by German law. We express no opinion as to tax law. |
| (4) | In giving this Opinion, we have assumed: |
| (a) | the genuineness of all signatures and seals; |
| (b) | the authenticity and completeness of all documents submitted to us as originals; |
| (c) | the conformity to the original documents of all documents submitted to us as copies and the authenticity and completeness of such original documents; |
| (d) | that each natural person executing any Document on behalf of the Company had, or will have, unlimited legal capacity (unbeschränkte Geschäftsfähigkeit) at the time of execution and has issued a statement of intent (Willenserklärung) which is not subject to rescission (nicht anfechtbar); |
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| (e) | that the Excerpt, the Articles of Association and the Shareholders’ Resolution (as provided to us by or on behalf of the Company) are accurate and complete as of their respective dates and that no changes to the facts stated therein have occurred between their respective dates and the date of this Opinion or will occur between the date of this Opinion and the date of the execution of the Indenture; |
| (f) | that all matters capable of being entered into the commercial register of the Company have been entered into the relevant commercial register, that all matters entered into the commercial register of the Company are true and correct as of the date hereof and that no entries have been made in the commercial register which are not yet reflected in the Excerpts; |
| (g) | that the shareholder of the Company and its shareholding in the Company as of the date of signing of each relevant document and as of the date of this Opinion are as set out in the Shareholders List; |
| (h) | that the Indenture will be signed on behalf of the Company by person(s) who are identical with the person(s) named in the Excerpt of such Company as managing director(s) (Geschäftsführer) or authorized officer (Prokurist); |
| (i) | that the parties to the Indenture (other than the Company) have been duly established and incorporated, respectively, and are since then validly existing and in good standing (if applicable) under the laws of their respective jurisdictions and have the corporate and other power and capacity and hold all necessary licenses to enter into and to perform their respective obligations and to exercise their rights under the Indenture; |
| (j) | the due authorization, valid execution and delivery of the Indenture by or on behalf of all parties thereto, including that the execution of the Indenture by each of the relevant signatories was, or will be, duly authorized by the party which such signatory purports to represent (other than in relation to the Company to the extent we expressly opine thereon in the specific opinion statements (b) and (c)); |
| (k) | that the copy of the Shareholders’ Resolution of the Company provided to us in connection with giving this Opinion accurately records the resolution of the shareholders of the Company which was duly passed in accordance with the Articles of Association and applicable law; |
| (l) | that the Indenture creates or will create, as the case may be, legal, valid and binding obligations of each of the parties thereto, enforceable under all applicable laws (other than in relation to the Company under German law to the extent we expressly opine thereon in the specific opinion statement (d)); |
| (m) | that all statements of fact and all opinions, including but not limited to the representations, warranties and all statements made, or to be made, by the parties to the Indenture in or pursuant to the Indenture as to matters not covered by this opinion are, and will at the time of the execution of the Indenture be, accurate; |
| (n) | that the Company has, and will at the time of the execution of the Indenture have, its administrative seat (Verwaltungssitz) and its centre of main interests (as such term is described in Article 3(1) of the Regulation (EU) of the European Parliament and of the Council No. 848/2015 of May 20, 2015 on Insolvency Proceedings) in the Federal Republic of Germany; |
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| (o) | that no voluntary winding-up resolution or court order for an involuntary dissolution and no application for the commencement of insolvency proceedings (Insolvenzantrag) or any other insolvency or bankruptcy procedure (including preventive measures in connection with any applicable preventive restructuring framework, in particular, for the avoidance of doubt, for the Federal Republic of Germany any measures under Chapters (Kapitel) 2 and 3 of the Law on the Stabilization and Restructuring Framework for Enterprises (StaRUG)) has been made, or will at the time of the execution of the Indenture have been made, within the meaning of any applicable insolvency and bankruptcy laws and procedures (including any preventive restructuring framework) with respect to any of the parties to the Indenture (provided that with regard to the Company we have reviewed the Excerpt which revealed no resolution or court order for the dissolution or winding up of the Company as of its date); |
| (p) | that as of the date of this Opinion and the date of the execution of the Indenture or as a consequence of entering into the Indenture, no party to the Indenture is or will be deemed unable to pay any of its debts when they fall due (zahlungsunfähig) or is over-indebted (überschuldet); |
| (q) | that no party to the Indenture is aware of any circumstances which would indicate that, or give reason to inquire further whether or not, any party to the Indenture are close to any of the events set forth in subsections (o) and (p) above; |
| (r) | that each party enters into the Indenture or any transaction contemplated thereby with bona fide and at arms’ length terms and with no intention to prejudice, defraud or damage any creditor of any party to the Indenture; |
| (s) | that there are no other agreements among the parties to the Indenture and that no shareholders’ or partners’ resolutions (other than the Shareholders’ Resolution) have been adopted that would affect this Opinion; and |
that there is no provision in the laws of any country other than the Federal Republic of Germany which would affect this Opinion.
| (5) | Subject to the foregoing, the other matters set forth herein and any matters not disclosed to us, it is our opinion that, as of the date hereof: |
| (a) | The Company is a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) validly existing under the laws of the Federal Republic of Germany. |
| (b) | The Company has the corporate power and authority (Rechtsmacht) to enter into the Indenture and to perform its obligations thereunder, and, assuming that the Indenture will be executed in the form attached to the Registration Statement, has duly taken all necessary corporate action required under its Articles of Association to authorize the execution of the Indenture and the performance of its obligations thereunder. |
| (c) | Assuming that the Indenture is executed on behalf of the Company by one or several of its managing directors (Geschäftsführer) or by persons duly authorized to represent the Company for such purpose under a valid power of attorney, the Company will be validly represented in executing the Indenture. |
| (d) | The choice of the laws of the State of New York expressed to govern the Indenture, upon due execution, will be recognized and given effect to by the courts of the Federal Republic of Germany applying German law. |
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| (6) | This Opinion is subject to the following qualifications: |
| (a) | The enforcement of the parties’ rights and the Companies’ performance of their obligations under the Indenture may be limited by and are subject to the laws on insolvency, liquidation, reorganization or any other laws of general application relating to or affecting the rights of creditors (including the attachment of claims by third-party creditors and the principle of voidability of transactions on the onset of insolvency proceedings or fraud) as such law may be applied in the event of an insolvency, liquidation, reorganization or other similar proceedings (including any preventive restructuring framework) with respect to such party. |
| (b) | The German Federal Supreme Court (Bundesgerichtshof) has ruled that insolvency-related contractual termination rights (insolvenzabhängige Lösungsklauseln) are void pursuant to Sections 119, 103 of the German Insolvency Code (Insolvenzordnung) if contained in an agreement on the steady supply of goods or energy. The Indenture contains clauses providing that the debt securities will become immediately due and payable in case of bankruptcy, insolvency or reorganization regarding the Parent or the Company. |
As there is no court decision in place so far specifically relating to termination rights under bond indentures, we cannot rule out that the German Federal Supreme Court will also hold insolvency-related terminations rights as contained in the Indenture to be void.
Section 44 StaRUG provides that (a) pendency of restructuring proceedings under that law or (b) the use of the instruments provided by the framework set out by the that law by a debtor alone are no reason (i) to terminate any contracts to which the debtor is a party, (ii) to declare any payments thereunder due and payable or (iii) for the other party to have a right to refuse performance or to demand adjustment or amendment of the contract. Section 44 para. 2 StaRUG provides for agreements conflicting with these provisions to be void. We can therefore not rule out that certain termination rights as agreed in the Indenture that become relevant when restructuring proceedings under the StaRUG are commenced or instruments provided by the framework set out by the StaRUG are used by a debtor are void.
| (c) | The recognition and effect of a choice of law provision will, to the extent relating to contractual obligations (vertragliche Schuldverhältnisse), be subject to the provisions of Regulation (EC) No. 593/2008 of the European Parliament and of the Council on the law applicable to contractual obligations (Rome I) and to German public policy (ordre public). |
| (d) | The recognition and effect of a choice of law provision will, to the extent relating to non-contractual obligations (außervertragliche Schuldverhältnisse), be subject to Article 14 of Regulation (EC) No. 864/2007 of the European Parliament and of the Council on the law applicable to non-contractual obligations (Rome II) and to German public policy (ordre public). |
| (e) | There is no final precedent in the Federal Republic of Germany for holding facsimile or electronic communications legal, valid and binding in all circumstances. However, where there are no particular legal requirements as to the form, the German Federal Supreme Court (Bundesgerichtshof) has held that any facsimile communication actually received by the addressee will be deemed validly given. |
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| (7) | This Opinion only applies to those facts and circumstances which exist as of today’s date and we assume no obligation or responsibility to update or supplement this Opinion to reflect any facts or circumstances which may subsequently come to our attention, any changes in laws which may occur after today, or to inform you of any change in circumstances happening after the date of this Opinion which would alter our opinions. |
| 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 Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” 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. |
| Sincerely, | |
| /s/ LATHAM & WATKINS LLP |