EXHIBIT 5.1
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
TELEPHONE: 404/572-4600
FACSIMILE: 404/572-5100
DIRECT DIAL: EMAIL: DIRECT FAX:
404/572-4600 404/572-5100
May 24, 2001
The Home Depot, Inc.
2455 Paces Ferry Road, N.W.
Atlanta, Georgia 30339
Re: The Home Depot, Inc. - Registration Statement on Form S-4 relating to
$500,000,000 aggregate principal amount of 5 3/8% Senior Notes due
April 1, 2006
Ladies and Gentlemen:
We have acted as counsel for The Home Depot, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-4 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933 relating to
the proposed exchange of up to $500,000,000 aggregate principal amount of 5 3/8%
Senior Notes Due April 1, 2006 of the Company (the "New Notes") for a like
principal amount of the Company's issued and outstanding 5 3/8% Senior Notes Due
April 1, 2006 (the "Old Notes").
In our capacity as such counsel we have reviewed the Indenture (the
"Indenture") dated as of April 12, 2001 between the Company and The Bank of New
York, as trustee (the "Trustee"). We have also reviewed such matters of law and
examined original, certified, conformed or photographic copies of such other
documents, records, agreements and certificates as we have deemed necessary as a
basis for the opinions hereinafter expressed. In such review, we have assumed
the genuineness of signatures on all documents submitted to us as originals and
the conformity to original documents of all copies submitted to us as certified,
conformed or photographic copies, and, as to certificates of public officials,
we have assumed the same to have been properly given and to be accurate. As to
matters of fact material to this opinion, we have relied, without independent
investigation, upon statements and representations of representatives of the
Registrant and the Trustee and of public officials.
This opinion is limited in all respects to the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware and the law of the State of New York, and no opinion is expressed with
respect to the laws of any other jurisdiction or any effect which such laws may
have on the opinions expressed herein. This opinion is limited to the matters
stated herein, and no opinion is implied or may be inferred beyond the matters
expressly stated herein.
The Home Depot, Inc.
May 24, 2001
Page 2
Based upon the foregoing, and the other limitations and qualifications
set forth herein, we are of the opinion that (x) the New Notes have been duly
authorized by the Company and, when executed by the Company and duly
authenticated by the Trustee in accordance with the terms of the Indenture and
delivered in exchange for the Old Notes in accordance with the terms of the
Indenture, will constitute legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, subject, as to
enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors' rights generally, general equitable
principles and the discretion of courts in granting equitable remedies and (y)
the Indenture has been duly authorized, executed and delivered by the Company
and, assuming due execution and delivery thereof by the Trustee, constitutes a
legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, subject, as to enforcement of remedies, to
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, general equitable principles and the discretion of
courts in granting equitable remedies.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This opinion may not be furnished to or relied upon
by any person or entity for any purpose without our prior written consent.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is included in the Registration Statement.
Very truly yours,
King & Spalding