Exhibit 5
BAKER & DANIELS LLP
600 East 96th Street, Suite 600
Indianapolis, Indiana 46240
Tel 317.569.9600 Fax 317.569.4800
www.bakerdaniels.com
July 6, 2010
Hillenbrand, Inc.
One Batesville Boulevard
Batesville, IN 47006
Ladies and Gentlemen:
We have acted as counsel to Hillenbrand, Inc., an Indiana corporation (the “Company”), in
connection with the Registration Statement on Form S-3 (the “Registration Statement”) being filed
by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the issuance
and sale from time to time by the Company, pursuant to Rule 415 of the Securities Act, of the
following securities of the Company: (i) debt securities, in one or more series (“Debt
Securities”); (ii) shares of common stock, without par value, of the Company (“Common Stock”);
(iii) shares of preferred stock of the Company (the “Preferred Stock”), in one or more classes or
series; (iv) warrants to purchase any of the securities described in clauses (i) to (iii)
(collectively, the “Warrants”); (v) depositary shares representing fractional shares of Preferred
Stock (“Depositary Shares”); or (vi) units consisting of one or more of the securities described in
clauses (i) to (iv) or any combination of such securities (collectively, the “Units”). The Debt
Securities, Common Stock, Preferred Stock, Warrants, Depositary Shares and Units are collectively
referred to herein as the “Securities.”
Unless otherwise specified in the applicable prospectus supplement, the Preferred Stock will
be issued in one or more series and the relative powers, designations, preferences, rights and
qualifications, limitations or restrictions of such Preferred Stock will be set forth in one or
more articles of amendment (each, the “Articles of Amendment”). Each of the Articles of Amendment
will be in a form to be filed as an exhibit to a post-effective amendment to the Registration
Statement or as an exhibit to a document filed under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and incorporated into the Registration Statement by reference.
This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act.
Each series of Debt Securities will be issued pursuant to an Indenture, in the form being
filed as Exhibit 4.11 to the Registration Statement (the “Indenture”), between the Company and U.S.
Bank National Association, as trustee, as may be amended or supplemented from time to time.
Each Warrant will be issued pursuant to a warrant agreement (a “Warrant Agreement”)
substantially in a form that will be filed as an exhibit to a post-effective amendment to the
Registration Statement or as an exhibit to a document filed under the Exchange Act, and
incorporated into the Registration Statement by reference. Each Depositary Share will be issued
pursuant to a deposit agreement (a “Deposit Agreement”) substantially in a form that will be filed
as an exhibit to a post-effective amendment to the Registration Statement or as an exhibit to a
document filed under the Exchange Act, and incorporated into the Registration Statement by
reference. Each Unit will be issued pursuant to a unit agreement (a “Unit Agreement”)
substantially in a form that will be filed as an exhibit to a post-effective amendment to the
Registration Statement or as an exhibit to a document filed under the Exchange Act, and
incorporated into the Registration Statement by reference.
In connection with this opinion we have examined the Registration Statement and the exhibits
being filed thereunder, the Restated and Amended Articles of Incorporation (the “Articles of
Incorporation”) and the Amended
and Restated Code of By-Laws (the “By-Laws”) of the Company, each in the form filed with the
Commission, and the resolutions of the Board of Directors of the Company dated June 30, 2010
relating to the Registration Statement. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company, such agreements,
certificates of public officials and others, and such other documents, instruments, certificates
and records as we have deemed necessary or appropriate as a basis for the opinions set forth
herein. We have also relied upon oral or written statements and representations of officers and
other representatives of the Company and others.
In our examination, we have assumed, without independent verification: (a) the legal capacity
of all natural persons; (b) the genuineness of all signatures; (c) the authenticity of all
documents submitted to us as originals; (d) the conformity to original documents of all documents
submitted to us as certified, conformed, photostatic or facsimile copies; (e) the authenticity of
the originals of such latter documents; (f) the truth, accuracy and completeness of the
information, representations and warranties contained in the records, documents, instruments,
certificates and records we have reviewed; and (g) the absence of any undisclosed modifications to
the agreements and instruments reviewed by us. We have also assumed that (1) stock certificates
evidencing Preferred Stock, if any, to be issued pursuant to the Registration Statement will be in
a form that complies with, and the terms of such Preferred Stock will be duly established in
accordance with, the Indiana Business Corporation Law, as amended (the “IBCL”); and (2) stock
certificates, if any, evidencing Common Stock or Preferred Stock to be issued pursuant to the
Registration Statement will conform to the requirements of the IBCL and will be duly executed and
delivered.
The opinions set forth below are limited to the laws of the State of Indiana and, as to
Paragraph 1 only, the State of New York, and we do not express any opinion with respect to the
laws, rules or regulations of any other jurisdiction. The Securities may be issued from time to
time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules
and regulations, as in effect on the date hereof.
Based on and subject to the foregoing and to the other qualifications and limitations set
forth herein, we are of the opinion that:
1. With respect to any series of Debt Securities covered by the Registration Statement, when
(i) appropriate corporate action has been taken to authorize the issuance and terms of such series
of Debt Securities and related matters and, if necessary, to authorize the execution and delivery
of a supplement to the Indenture, (ii) the Indenture has been duly executed and delivered by the
parties thereto, and (iii) such series of Debt Securities has been duly executed and authenticated
in accordance with the provisions of the Indenture, as supplemented, and duly delivered to the
purchasers thereof upon payment of the agreed-upon consideration therefor, such series of Debt
Securities, when issued and sold in accordance with the Indenture, as supplemented, and the
applicable underwriting agreement, if any, or any other duly authorized, executed and delivered
valid and legally binding purchase or agency agreement, will be valid and legally binding
obligations of the Company, enforceable against the Company in accordance with their respective
terms.
2. With respect to the shares of Common Stock, when (i) appropriate corporate action has been
taken to authorize the issuance of Common Stock, (ii) the Common Stock shall have been duly issued
and delivered by the Company against payment of the agreed-upon consideration therefor in
accordance with such corporate action, and (iii) unless issued without certificates, certificates
representing shares of Common Stock have been duly executed, countersigned and registered in
accordance with applicable law, then, upon the happening of such events, such Common Stock, when
issued and sold in accordance with the applicable underwriting agreement, if any, or any other duly
authorized, executed and delivered valid and legally binding purchase agreement or agency
agreement, or upon conversion, exchange or exercise of any other Security or the instrument
governing such Security providing for such conversion, exchange or exercise, will be validly
issued, fully paid and non-assessable. In rendering the opinion set forth in this Paragraph 2, we
have assumed that, at the time of issuance of any Common Stock, (a) the Articles of Incorporation,
the By-Laws and the IBCL shall not have been amended after the date hereof so as to affect the
validity of such issuance, and (b) there shall be sufficient Common Stock authorized under the
Articles of Incorporation (as then in effect) and not otherwise reserved for issuance.
3. With respect to the shares of any series of Preferred Stock, when (i) appropriate corporate
action has been taken to authorize the issuance of Preferred Stock, to fix the terms thereof and to
authorize the execution and filing of Articles of Amendment relating thereto with the Secretary of
State of the State of Indiana, (ii) such
Articles of Amendment shall have been executed by duly authorized officers of the Company and
so filed by the Company, all in accordance with the laws of the State of Indiana, (iii) the
Preferred Stock with terms so fixed shall have been duly issued and delivered by the Company
against payment of the agreed-upon consideration therefor in accordance with such corporate action,
and (iv) unless issued without certificates, certificates representing shares of Preferred Stock
have been duly executed, countersigned and registered in accordance with applicable law, then, upon
the happening of such events, such Preferred Stock, when issued and sold in accordance with the
applicable underwriting agreement, if any, or any other duly authorized, executed and delivered
valid and legally binding purchase agreement or agency agreement, or upon conversion, exchange or
exercise of any other Security or the instrument governing such Security providing for such
conversion, exchange or exercise, will be validly issued, fully paid and non-assessable. In
rendering the opinion set forth in this Paragraph 3, we have assumed that, at the time of issuance
of any Preferred Stock, (a) the Articles of Incorporation, the By-Laws and the IBCL shall not have
been amended after the date hereof so as to affect the validity of such issuance, and (b) there
shall be sufficient Preferred Stock authorized under the Articles of Incorporation (as then in
effect) and not otherwise reserved for issuance.
4. With respect to any series of Warrants, when (i) the appropriate corporate action has been
taken by the Company to authorize the form, terms, execution and delivery of a Warrant Agreement
(including a form of certificate evidencing the Warrants), and (ii) Warrants with such terms are
duly executed, attested, issued and delivered by duly authorized officers of the Company against
payment of the agreed-upon consideration in the manner provided for in the applicable Warrant
Agreement and such corporate action, then, upon the happening of such events, such Warrants, when
issued and sold in accordance with the applicable underwriting agreement, if any, or any other duly
authorized, executed and delivered valid and legally binding purchase agreement or agency
agreement, will be validly issued and will constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their respective terms.
5. With respect to any offering of Depositary Shares, when (i) the appropriate corporate
action has been taken by the Company to authorize the form, terms, execution and delivery of a
Deposit Agreement (including a form of certificate evidencing the Depositary Shares) and the
underlying Preferred Stock, (ii) Depositary Shares with such terms are duly executed, attested,
issued and delivered by duly authorized officers of the Company against payment of the agreed-upon
consideration in the manner provided for in the applicable Deposit Agreement and such corporate
action, and (iii) shares of Preferred Stock of the Company shall have been duly issued and
delivered to the depositary in accordance with the Deposit Agreement, then, upon the happening of
such events, such Depositary Shares will be validly issued and will constitute valid and legally
binding obligations of the Company, enforceable against the Company in accordance with their
respective terms.
6. With respect to any offering of Units, when (i) the appropriate corporate action has been
taken by the Company to authorize the form, terms, execution and delivery of a Unit Agreement
(including a form of certificate evidencing the Units) and the underlying Debt Securities, Common
Stock, Preferred Stock or Warrants of the Company, (ii) Units with such terms are duly executed,
attested, issued and delivered by duly authorized officers of the Company against payment of the
agreed-upon consideration in the manner provided for in the applicable Unit Agreement and such
corporate action, and (iii) Debt Securities, shares of Common Stock, shares of Preferred Stock or
Warrants of the Company, as the case may be, comprising the Units shall have been duly issued and
delivered in accordance with the Unit Agreement, then, upon the happening of such events, such
Units will be validly issued and will constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their respective terms.
The opinions set forth above (except for the opinions set forth in paragraphs 2 and 3 above)
are subject to the following additional exceptions, limitations and qualifications: (a) the effect
of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws
now or hereafter in effect relating to or affecting creditors’ rights generally; (b) the effect of
general principles of equity (regardless of whether enforceability is considered in a proceeding at
law or in equity), and the discretion of the court before which any proceeding therefor may be
brought; (c) public policy considerations which may limit the rights of parties to obtain remedies;
(d) the unenforceability under certain circumstances under law or court decisions of provisions
providing for the indemnification or contribution to a party with respect to a liability, whether
because such indemnification or contribution is contrary to public policy or otherwise; (e) we
express no opinion concerning the enforceability of the waiver of rights or defenses contained in
the Indenture; (f) the unenforceability of any provision requiring the
payment of attorneys’ fees, except to the extent a court determines such fees to be
reasonable; (g) we express no opinion with respect to any provisions of the Debt Securities or the
Indenture that may provide for interest on interest or penalty interest or whether acceleration of
the Debt Securities may affect the collectability of that portion of the stated principal amount
thereof which might be determined to constitute unearned interest thereon; (h) requirements that a
claim with respect to any Debt Securities denominated in a currency, currency unit or composite
currency other than United States dollars (or a judgment denominated other than in United States
dollars in respect of such claim) be converted into United States dollars at a rate of exchange
prevailing on a date determined pursuant to applicable law; (i) governmental authority to limit,
delay or prohibit the making of payments outside the United States or in foreign currencies,
currency units or composite currencies; (j) we express no opinion regarding the effectiveness of
any waiver in respect of any of the Securities of any rights that a party has, or of duties that
are owed to it, as a matter of law, or that is broadly stated or does not describe the right or
duty purportedly waived with reasonable specificity; (k) the Securities being offered, issued and
sold solely in the manner stated in the Registration Statement, any appropriate prospectus
supplement or other offering material; and (l) in the case of the Warrant Agreement, the Warrants,
the Deposit Agreement, the Depositary Shares, the Unit Agreement, the Units, any Articles of
Amendment, any underwriting agreement and any other agreements or instruments pursuant to which any
Securities are to be issued or sold that come into existence after the date of this opinion or that
were otherwise not provided to us (including, without limitation, any supplements to or other
amendments of the Indenture), that such agreements or instruments shall not contain any terms or
provisions that would have the effect, under applicable law, of vitiating or creating a contractual
defense to the validity and legally binding nature of such instrument or agreement, or that would
affect the validity of any of the opinions rendered herein.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement. We also hereby consent to the use of our name under the heading “Legal
Matters” in the prospectuses which form a part of the Registration Statement. In giving this
consent, we do not thereby admit that we are 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/ Baker & Daniels LLP