King & Spalding LLP 1180 Peachtree Street Atlanta, Georgia 30309 Main: 404/572-4600 Fax: 404/572-5100 |
• | debt securities, which may be issued pursuant to the Indenture, dated as of August 26, 2003, between UPS and The Bank of New York Mellon Trust Company, N.A., as trustee; |
• | shares of preferred stock, par value $0.01 per share; |
• | shares of class B common stock, par value $0.01 per share; and |
• | warrants for the purchase of debt securities, preferred stock or class B common stock. |
1. | UPS has been duly incorporated and is an existing corporation in good standing under the laws of the state of Delaware. |
2. | The debt securities, when (a) the definitive terms and provisions of the debt securities have been established and (b) executed and delivered by UPS and authenticated by the Trustee under the Indenture and delivered to and paid for by the purchasers thereof, will be validly issued and will constitute valid and binding obligations of UPS enforceable against UPS in accordance with their terms. |
3. | Any shares of preferred stock, when (a) the board of directors of UPS has taken all necessary corporate action to approve the terms of the preferred stock, including the adoption of a certificate of designation relating to such preferred stock and to authorize and approve the issuance thereof, (b) the certificate of designation has been filed with the Secretary of State of the State of Delaware and has become effective, (c) the underwriting or similar agreement has been duly authorized, executed and delivered by the parties thereto, and (d) certificates in the form required under Delaware corporate law representing the shares of preferred stock have been duly executed and delivered upon payment of the agreed consideration therefor, will be duly authorized and validly issued, fully paid and nonassessable shares of preferred stock. |
4. | Any shares of class B common stock, when (a) the underwriting or similar agreement has been duly authorized, executed and delivered by the parties thereto and (b) the shares of class B common stock have been delivered to and paid for by the purchasers thereof, will be duly authorized and validly issued, fully paid and nonassessable shares of class B common stock. |
5. | The warrants, when (a) the warrant agreement has been duly authorized, executed and delivered by the parties thereto, (b) the board of directors of UPS or a duly authorized committee thereof has taken all necessary corporate action to approve and establish the terms of the warrants and to authorize and approve the issuance thereof and (c) the warrants have been duly executed and delivered to and paid for by the purchasers thereof, will be validly issued and will constitute valid and binding obligations of UPS enforceable against UPS in accordance with their terms. |