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Exhibit 5
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[Letterhead of Dover Corporation]
October 4, 2000
Dover Corporation
280 Park Avenue
New York, NY 10017
Re: Form S-3 Registration Statement
for $1,000,000,000 Aggregate
Offering Price of Debt Securities
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Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary of Dover
Corporation, a Delaware corporation (the "Company"), and, as such, am generally
familiar with its affairs, records, documents and obligations. I am rendering my
opinion in connection with the preparation and filing with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), of the registration statement on Form S-3 (the
"Registration Statement") relating to the registration by the Company of up to
$1,000,000,000 aggregate offering price of debt securities (the "Debt
Securities"). The Debt Securities are to be issued in one or more series
pursuant to an indenture (the "Indenture") to be entered into by the Company and
a trustee (the "Trustee").
I have been provided with a draft prospectus (the "Prospectus") which
is part of the Registration Statement. The Prospectus provides that it will be
supplemented in the future by one or more supplements to the Prospectus (each, a
"Prospectus Supplement"). I have examined the Registration Statement, the
Prospectus, the form of Indenture and the originals or certified, photostatic or
facsimile copies of such records and other documents as I have deemed relevant
and necessary as the basis for the opinions set forth below. In such
examination, I have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted to
me as certified, photostatic or facsimile copies and the authenticity of the
originals of such copies.
Based upon my examination described above, and subject to the
assumptions and qualifications stated herein, I am of the opinion that, (a) when
the Debt Securities of any series have been established in accordance with the
terms of the Indenture and approved by the Special Committee of the Board of
Directors of the Company in accordance with resolutions authorizing the issuance
and delivery of the Debt Securities, duly authenticated by the Trustee and duly
executed and delivered on behalf of the Company against payment therefor in
accordance with the terms and provisions of the Indenture and as contemplated by
the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), and (b) when the Registration Statement and any required
post-effective amendments thereto have all become effective under the Securities
Act, and (c) assuming that the terms of the Debt Securities as executed and
delivered are as described in the Registration Statement, the Prospectus and the
related Prospectus Supplement(s), and (d) assuming that the Debt Securities as
executed and delivered do not violate any law applicable to the Company or
result in a default under or breach of any agreement or instrument binding upon
the Company, and (e) assuming that the Debt Securities as executed and delivered
comply with all requirements and restrictions, if any, applicable to the
Company, whether imposed by any court or governmental or regulatory body having
jurisdiction over the Company, the Debt Securities of such series will
constitute legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with the terms of such Debt Securities.
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The foregoing opinion is limited to the federal securities laws of the
United States, the General Corporation Law of the State of Delaware and the laws
of the State of New York. The foregoing opinion is also subject to (i)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
other similar laws now or hereafter in effect relating to or affecting the
rights and remedies of creditors; (ii) general principles of equity, including
concepts of materiality, reasonableness, conscionability, good faith and fair
dealing. In addition, I express no opinion with respect to whether acceleration
of Debt Securities may affect the collectibility of any portion of the stated
principal amount thereof which might be determined to constitute unearned
interest thereon.
I assume for purposes of this opinion that, at the time of the issuance
of any Debt Securities, (i) the Indenture will have been duly executed and
delivered by the Company; (ii) the Trustee will be duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; (iii) the Trustee will be duly qualified to engage in the
activities contemplated by the Indenture; (iv) the Indenture will have been duly
authorized, executed and delivered by the Trustee and will constitute a legal,
valid and binding obligation of the Trustee, enforceable against the Trustee in
accordance with its terms; (v) the Trustee will be in compliance, generally and
with respect to acting as Trustee under the Indenture, with all applicable laws
and regulations; and (vi) the Trustee will have the requisite legal power and
authority to perform its obligations under the Indenture.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference of my name under the caption "Legal
Matters" in the Prospectus included therein. In giving this consent, I do not
thereby admit that I am within the category of persons whose consent is required
under Section 7 of the Securities Act or the Rules and Regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Robert G. Kuhbach
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Robert G. Kuhbach
