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EXHIBIT 5.1
[LETTERHEAD OF LEGGETT & PLATT, INCORPORATED]
November 30, 2000
Leggett & Platt, Incorporated
No. 1 Leggett Road
Carthage, Missouri 64836
Ladies and Gentlemen:
As General Counsel of Leggett & Platt, Incorporated (the "Company"), I have
acted on its behalf in connection with the preparation and filing with the
Securities and Exchange Commission of a Registration Statement on Form S-3,
which also constitutes Post Effective Amendment No. 4 to Registration Statement
No. 333-90443 (the "Registration Statement"), pursuant to the Securities and
Exchange Act of 1933, as amended, relating to the proposed sale from time to
time by the Company of $500,000,000 aggregate principal amount of the Company's
Debt Securities (the "Debt Securities") pursuant to an Indenture (the
"Indenture") entered into between the Company and The Chase Manhattan Bank, as
trustee, on November 24, 1999.
In this connection I have examined such documents, including resolutions of
the Executive Committee of the Board of Directors of the Company adopted on
November 3, 1999 and of the Board of Directors dated November 9, 2000, and have
made such other investigations and reviewed such questions of law as I have
considered necessary or appropriate for the purposes of the opinion set forth
below. In my examination of the foregoing, I have assumed the authenticity of
all documents submitted to me as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to me as
copies. I have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding and enforceable obligations of such parties. As to questions of
fact material to my opinions, I have relied upon certificates or statements of
officers and other representatives of the Company and of public officials and
authorities. I have assumed without investigation that any certificates or
statements on which I have relied that were given or dated earlier than the date
of this opinion letter continued to remain accurate, insofar as relevant to such
opinion, from such earlier date through and including the date of this letter.
Capitalized terms used and not defined herein shall have the meanings assigned
to them in the Indenture included as Exhibit 4.1 to the Registration Statement.
Based on the foregoing, I am of the opinion that when the specific terms of
series of Debt Securities have been specified in a Supplemental Indenture or
Board Resolution pursuant to the
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November 30, 2000
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Indenture, such series of Debt Securities will have been duly authorized by all
requisite corporate action and, when executed and authenticated as specified in
the Indenture and delivered against payment thereof in the manner described in
the Registration Statement, will constitute valid and binding obligations of the
Company, enforceable in accordance with the terms of such series.
The opinion set forth above is subject to the following qualifications and
exceptions:
(a) The opinion is subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally.
(b) The opinion is subject to the effect of general principles of equity,
including (without limitation) concepts of materiality,
reasonableness, good faith and fair dealing and other similar
doctrines affecting the enforceability of agreements generally
(regardless of whether considered in a proceeding at law or in
equity).
(c) In rendering the opinion, I have assumed that, at the time of the
authentication and delivery of a series of Debt Securities, there will
not have occurred any change in the law affecting the authorization,
execution, delivery, validity or enforceability of the Debt
Securities, the Registration Statement will have been declared
effective and will continue to be effective, none of the particular
terms of a series of Debt securities will violate any applicable law
and neither the issuance and the sale thereof nor the compliance by
the Company the terms thereof will result in a violation of any
agreement or instrument then binding upon the Company or any other of
any court or governmental body having jurisdiction over the Company.
(d) As of the date of this opinion, a judgment for money in an action
based on a Debt Security denominated in a foreign currency or a
composite currency 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 into
United States dollars of the foreign currency or composite currency in
which a particular Debt Security is denominated will depend upon
various factors, including which court renders the judgment.
My opinions expressed above are limited to the laws of the State of
Missouri and the federal laws of the United States of America.
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November 30, 2000
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I hereby consent to the use of my name in the Registration Statement and in
the related Prospectus and to the use of this Opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
LEGGETT & PLATT, INCORPORATED
/s/ ERNEST C. JETT
Ernest C. Jett
Vice President, General Counsel and Secretary
