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Exhibit 5.1
[LETTERHEAD OF SULLIVAN & CROMWELL]
August 11, 2000
Universal Corporation,
1501 Hamilton Street,
Richmond, Virginia 23230.
Dear Sirs:
In connection with the registration under the Securities Act
of 1933 (the "Act") of $400,000,000 principal amount of debt securities (the
"Securities") of Universal Corporation, a Virginia corporation (the "Company"),
we, as your special counsel, have examined such corporate records, certificates
and other documents, and such questions of law, as we have considered necessary
or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our
opinion, when the Registration Statement has become effective under the Act, the
terms of the Securities and of their issuance and sale have been duly
established in conformity with the Indenture relating to the Securities so as
not to violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
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jurisdiction over the Company, and the Securities have been duly executed and
authenticated in accordance with the Indenture and issued and sold as
contemplated in the Registration Statement, the Securities will constitute valid
and legally binding obligations of the Company, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.
We note that, as of the date of this opinion, a judgment for
money in an action based on a Security denominated in a foreign currency or
currency unit in a Federal or state court in the United States ordinarily would
be enforced in the United States only in United States dollars. The date used to
determine the rate of conversion of the foreign currency or currency unit in
which a particular Security is denominated into United States dollars will
depend upon various factors, including which court renders the judgment. In the
case of a security denominated in a foreign currency, a state court in the State
of New York rendering a judgment on such Security would be required under
Section 27 of the New York Judiciary Law to render such judgment in the foreign
currency in which
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the Security is denominated, and such judgment would be converted into United
States dollars at the exchange rate prevailing on the date of entry of the
judgment.
The foregoing opinion is limited to the Federal laws of the
United States, the laws of the State of New York and the laws of the
Commonwealth of Virginia and we are expressing no opinion as to the effect of
the laws of any other jurisdiction. With respect to all matters of Virginia law,
we have relied upon the opinion, dated August 11, 2000 of George C. Freeman,
III, Esq., Assistant Secretary of the Company, and our opinion is subject to the
same assumptions, qualifications and limitations with respect to such matters as
are contained in such opinion of George C. Freeman, III, Esq.
Also, we have relied as to certain matters on information
obtained from public officials, officers of the Company and other sources
believed by us to be responsible, and we have assumed that the Indenture has
been duly authorized, executed and delivered by the Trustee thereunder, an
assumption which we have not independently verified.
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We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to us under the heading
"Validity of the Securities" in the Prospectus. 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.
Very truly yours,
/s/ Sullivan & Cromwell
