EXHIBIT 5.02
[LETTERHEAD OF LATHAM & WATKINS]
February 8, 1999
NIKE, Inc.
One Bowerman Drive
Beaverton, Oregon 97005-6453
Re: Shelf Registration of $500,000,000
Aggregate Initial Offering Price of Debt Securities
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Ladies and Gentlemen:
In connection with the registration statement on Form S-3 (the "Registration
Statement") filed on February 8, 1999 with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the offering from time to time, as set forth in the prospectus
contained in the Registration Statement (the "Prospectus") and as to be set
forth in one or more supplements to the Prospectus (each a "Prospectus
Supplement"), by NIKE, Inc., an Oregon corporation (the "Company"), of Debt
Securities (the "Debt Securities") in one or more series at an aggregate initial
offering price of up to $500,000,000 or its equivalent in another currency or
composite currency, you have requested our opinion with respect to the matters
set forth below.
In our capacity as your special counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the issuance of the Debt Securities, and for the
purposes of this opinion, have assumed such proceedings will be timely completed
in the manner presently proposed. In addition, we have made such legal and
factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such
NIKE, Inc.
February 8, 1999
Page 2
documents, corporate records and instruments, as we have deemed necessary or
appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of the
internal laws of the State of New York, and we express no opinion with respect
to the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or as to any matters of municipal law or the laws of any other
local agencies within the State of New York.
Capitalized terms used herein without definition have the meanings ascribed
to them in the Registration Statement.
Subject to the foregoing and the other matters set forth herein, it is our
opinion that, as of the date hereof: (a) when Debt Securities have been duly
established in accordance with the terms of the Indenture, 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); (b) when the Registration Statement and any
required post-effective amendment thereto have become effective under the
Securities Act; (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); (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; (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; and (f) assuming that the Debt Securities are
then issued and sold as contemplated in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), the Debt Securities will
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms.
The opinion rendered in the paragraph above relating to the enforceability of
the Debt Securities is subject to the following exceptions, limitations and
qualifications: (i) the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights and remedies of creditors generally; (ii) the effect of
general principles of equity, whether enforcement is considered in a proceeding
in equity or law, and the discretion of the court before which any proceeding
therefor may be
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February 8, 1999
Page 3
brought; (iii) the unenforceability under certain circumstances under law or
court decisions of provisions providing for the indemnification of or
contribution to a party with respect to a liability where such indemnification
or contribution is contrary to public policy; (iv) we express no opinion
concerning the enforceability of the waiver of rights or defenses contained in
Section 4.4 of the Indenture; and (v) we express no opinion with respect to
whether acceleration of the Debt Securities may affect the collectibility of
that portion of the stated principal amount thereof which might be determined to
constitute unearned interest thereon.
We assume for purposes of this opinion that (i) the Company has been duly
incorporated and is validly existing as a corporation under the laws of the
State of Oregon, and has the corporate power and authority to issue and sell the
Debt Securities; (ii) the Debt Securities have been duly authorized by all
necessary corporate action by the Company; (iii) the Indenture has been duly
authorized by all necessary corporate action by the Company, has been duly
executed and delivered by the Company and constitutes the legally valid, binding
and enforceable obligation of the Company enforceable against the Company in
accordance with its terms; (iv) the Trustee is duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization; (v) the
Trustee is duly qualified to engage in the activities contemplated by the
Indenture; (vi) the Indenture has been duly authorized, executed and delivered
by the Trustee and constitutes the legally valid, binding and enforceable
obligation of the Trustee enforceable against the Trustee in accordance with its
terms; (vii) the Trustee is in compliance, generally and with respect to acting
as a trustee under the Indenture, with all applicable laws and regulations; and
(viii) the Trustee has the requisite organizational and legal power and
authority to perform its obligations under the Indenture.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters" in the Prospectus included therein.
Very truly yours,
/s/ Latham & Watkins