Exhibit 5.1
September 27, 2012
The ADT Corporation
1501 Yamato Road
Boca Raton, Florida, 33431
Ladies and Gentlemen:
We have acted as counsel to The ADT Corporation, a Delaware corporation (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 (the Commission) under the Securities Act of 1933, as amended, relating to the issuance by the Company of up to 20,000,000 shares (the Shares) of Common Stock, par value $0.01 per share (the Common Stock), which may be issued pursuant to The ADT Corporation 2012 Stock and Incentive Plan (the Plan).
We have examined the Registration Statement, the Plan and a form of the share certificate representing the Common Stock. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Shares to be issued by the Company pursuant to the Plan have been duly authorized and, upon issuance and delivery in accordance with the Plan, the Shares will be validly issued, fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT LLP