[BRACEWELL & GIULIANI LLP LETTERHEAD]
March 25, 2008
Batesville Holdings, Inc.
One Batesville Boulevard
Batesville, Indiana 47006
Ladies and Gentlemen:
We have acted as counsel to Batesville Holdings, Inc. (the Company) in connection with the
Registration Statement on Form S-8 (the Registration Statement) filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the
Securities Act). The Registration Statement relates to, in addition to the other securities
being registered thereunder, the registration by the Company of 100,000 shares of the Companys
common stock, no par value, authorized for issuance pursuant to the Hillenbrand, Inc. Executive
Deferred Compensation Program (the Executive Plan).
We have examined originals or copies, certified or otherwise, identified to our satisfaction
of (a) the Registration Statement, (b) the written documents constituting the Executive Plan and
(c) such corporate records of the Company and such other documents and certificates as we have
deemed relevant or necessary as a basis for the opinion hereinafter expressed. In our review, we
have assumed (i) the genuineness of all signatures on original documents, (ii) the conformity to
original documents of all copies submitted to us and (iii) the accuracy and completeness of all
corporate and public documents and records made available to us.
The Executive Plan documents state that the Executive Plan was established to permit a select
group of management or highly compensated employees to defer the receipt of compensation otherwise
payable to such employees in accordance with the terms of the Executive Plan. The Executive Plan
is unfunded and states that it is maintained primarily for the purpose of providing deferred
compensation to a select group of management or highly compensated employees. For the purpose of
this opinion, we have assumed that (a) the Executive Plan was duly adopted by the Company on
February 8, 2008; and (b) the Executive Plan is maintained primarily for the purpose of providing
the opportunity to defer the receipt of compensation to a select group of management or highly
By its express terms, the Executive Plan potentially results in a deferral of income by
employees for periods extending to the termination of covered employment or beyond. Accordingly,
the Executive Plan is an employee pension benefit plan described in Section 3(2) of the Employee
Retirement Income Security Act of 1974, as amended (ERISA). However, as a plan that is unfunded
and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees, the Executive
Plan is subject to Parts 1 and 5 of Title I of ERISA, but not to any other provisions of ERISA.
The Executive Plan is not designed or operated with the purpose of satisfying the requirements
for qualification under Section 401(a) of the Internal Revenue Code of 1986, as amended.
Parts 1 and 5 of Title I of ERISA do not impose any specific written requirements on
non-qualified deferred compensation arrangements such as the Executive Plan as a condition to
compliance with the applicable provisions of ERISA. Further, the operation of the Executive Plan
pursuant to the written provisions of the Executive Plan will not cause the Executive Plan to fail
to comply with Parts 1 or 5 of Title I of ERISA.
On the basis of the foregoing, we are of the opinion that the provisions of the written
document constituting the Executive Plan comply with the requirements of ERISA pertaining to such
The opinions expressed herein are given as of the date hereof, and we undertake no, and hereby
disclaim any, obligation to advise you of any change in any matter set forth herein.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as
an exhibit to the Registration Statement. By giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Securities Act and the
rules and regulations thereunder.
|Very truly yours,
|Bracewell & Giuliani LLP