Trane Technologies plc
June 13, 2024
Page 2
We have assumed that (i) the Indenture dated as of June 13, 2024, as supplemented by the Supplemental Indenture dated as of June 13, 2024 (collectively, the “Indenture”), among the Issuer, the Guarantors and Computershare Trust Company, N.A., as trustee (the “Trustee”), has been duly authorized, executed and delivered by each party thereto (other than the Covered Guarantors), and (ii) the Indenture is a valid and binding agreement of, the Trustee, enforceable against the Trustee in accordance with its terms.
This opinion is limited in all respects to the federal laws of the United States of America, the laws of the States of New York, and the General Corporation Law and the Limited Liability Company Act of the State of Delaware, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect that 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.
Based on the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:
| 1. | Upon the offer and sale thereof as described in the Prospectus Supplement, and when executed by the Issuer and duly authenticated by the Trustee in accordance with the terms of the Indenture, the Notes will be valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms; and |
| 2. | Upon the offer and sale of the Notes as described in the Prospectus Supplement, and when the Notes have been duly executed by the Issuer and the Guarantors and duly authenticated by the Trustee in accordance with the terms of the Indenture, the Guarantees will be the valid and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms. |
The opinions set forth above are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity.
This letter 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 or regulations that occur which could affect the conclusions contained herein.
We hereby consent to the filing of this letter as an exhibit to the Current Report on Form 8-K that you will file on June 13, 2024 and which will be incorporated by reference into the Registration Statement, and to the reference to us under the caption “Legal Matters” in the Prospectus Supplement.
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| | Very truly yours, | | |
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| | /s/ King and Spalding LLP | | |