July 20, 2010<\/p>\n
Agilent Technologies, Inc.<\/p>\n
5301 Stevens Creek Boulevard<\/p>\n
Santa Clara, California 95051<\/p>\n
Ladies and Gentlemen:<\/p>\n
We have examined the Registration Statement on Form S-3 (the The Company currently proposes to sell Debt Securities under the Registration <\/p>\n In rendering this opinion, we have examined such matters of law as we (1) the Company153s Amended and Restated Certificate of Incorporation, (2) the Company153s Amended and Restated Bylaws, approved by the Company153s (3) the Registration Statement, together with the exhibits filed as a part (4) the base prospectus comprising part of the Registration Statement (the (5) resolutions of the Board adopted at meetings on August 11, 2005, March (6) the executed Indenture dated October 24, 2007, the form of the Fourth (7) the form of Officer153s Certificate delivered pursuant to Section 2.02 of (8) an Opinion Certificate addressed to us and dated of even date herewith In our examination of documents for purposes of this opinion, we have <\/p>\n waiver or amendment to any document reviewed by us, and the due In connection with our opinion expressed below, we have assumed that at or As to matters of fact relevant to this opinion, we have relied solely upon We are admitted to practice law in the state of California, and this opinion This opinion is qualified by, and is subject to, and we render no opinion (a) the effect of the laws of bankruptcy, insolvency, reorganization, (b) the effect of general principles of equity and similar principles, <\/p>\n remedies, regardless of whether considered in a proceeding in equity or at (c) the effect of laws relating to usury or permissible rates of interest for (d) the effect of provisions relating to indemnification, exculpation or Based upon the foregoing, we are of the opinion that the Takedown Securities, We consent to the use of this opinion as an exhibit to the Registration This opinion is intended solely for use in connection with the issuance and Very truly yours,<\/p>\n<\/td>\n<\/tr>\n FENWICK & WEST LLP<\/strong><\/p>\n<\/td>\n<\/tr>\n By:<\/p>\n<\/td>\n \/s\/ Fenwick & West LLP<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n“Registration Statement<\/em><\/strong>“) filed by Agilent
\nTechnologies, Inc., a Delaware corporation (the
\n“Company<\/em><\/strong>“), on September 9, 2009 with the United
\nStates Securities and Exchange Commission (the
\n“Commission<\/em><\/strong>“) under Rule 462(e) of the Securities Act
\nof 1933, as amended (the “Securities Act<\/em><\/strong>“), relating
\nto the proposed issuance and sale, from time to time by the Company of one or
\nmore series of its debt securities (the “Debt
\nSecurities<\/em><\/strong>“) issuable pursuant to an indenture dated October 24,
\n2007 (the “Indenture<\/em><\/strong>“), between the Company and U.S.
\nBank National Association, as trustee (the
\n“Trustee<\/em><\/strong>“), with an indeterminate aggregate principal
\namount of the Debt Securities as may at various times be issued at indeterminate
\nprices, in reliance on Rule 456(b) and Rule 457(r) under the Securities Act. In
\naccordance with the prospectus and prospectus supplements that comprise part of
\nthe Registration Statement, the Company may offer and sell the Debt Securities
\nfrom time to time or on a continuous basis.<\/p>\n
\nStatement (the “Offering<\/em><\/strong>“) consisting of up to an
\naggregate of $250,000,000 principal amount of the Company153s 2.50% Senior Notes
\ndue 2013 pursuant to the terms of the Indenture and the Fourth Supplemental
\nIndenture, dated as of July 20, 2010, by and between the Company and the Trustee
\n(the “Fourth Supplemental Indenture<\/em><\/strong>“) and $500,000,000
\nprincipal amount of the Company153s 5.00% Senior Notes due 2020 (collectively, the
\n“Takedown Securities<\/em><\/strong>“) pursuant to the terms of the
\nIndenture and the Fifth Supplemental Indenture, dated as of July 20, 2010, by
\nand between the Company and the Trustee (the “Fifth Supplemental
\nIndenture<\/em><\/strong>“) and together with the Fourth Supplemental Indenture,
\nthe “Supplemental Indentures<\/em><\/strong>“). The Takedown
\nSecurities will be sold to Banc of America Securities LLC, Barclays Capital
\nInc., Credit Suisse Securities (USA) LLC, Citigroup Global Markets, Inc., Lloyds
\nTSB Bank plc, BNP Paribas Securities Corp., Wells Fargo Securities, LLC and The
\nWilliams Capital Group, L.P. (the “Underwriters<\/em><\/strong>“)
\npursuant to the Underwriting Agreement, dated as of July 13, 2010, by and among
\nthe Company and the Underwriters (the “Underwriting
\nAgreement<\/em><\/strong>“).<\/p>\n
\n
\nconsidered necessary for the purposes of rendering this opinion. As to matters
\nof fact material to the opinions expressed herein, we have examined the
\nfollowing:<\/p>\n
\ncertified by the Delaware Secretary of State on July 30, 1999;<\/p>\n
\nBoard of Directors (the “Board<\/em><\/strong>“) on March 19, 2008 and
\ncertified by the Company153s Secretary on July 20, 2010;<\/p>\n
\nthereof;<\/p>\n
\n“Base Prospectus<\/em><\/strong>“) and the accompanying prospectus
\nsupplement applicable to the offering (the “Prospectus
\nSupplement<\/em><\/strong>“);<\/p>\n
\n21, 2007, July 18, 2007 and May 19, 2010, resolutions adopted by the Special
\nFinance Committee of the Board on June 28, 2010, and an Officer153s Certificate,
\ndated July 20, 2010 establishing the terms of the Takedown Securities (the
\n“Resolutions<\/em><\/strong>“);<\/p>\n
\nSupplemental Indenture and the form of the Fifth Supplemental Indenture;<\/p>\n
\nthe Indenture; and<\/p>\n
\nexecuted by the Company containing factual and other representations (the
\n“Opinion Certificate<\/em><\/strong>“).<\/p>\n
\nassumed, and express no opinion as to, the genuineness of all signatures on
\noriginal documents, the authenticity and completeness of all documents submitted
\nto us as originals, the conformity to originals and completeness of all
\ndocuments submitted to us as copies, the legal capacity of all persons or
\nentities executing the same, the lack of any undisclosed termination,
\nmodification,<\/p>\n
\n
\nauthorization, execution and delivery of all documents where due authorization,
\nexecution and delivery are prerequisites to the effectiveness thereof. We have
\nalso assumed that, if and to the extent that the Takedown Securities are issued
\nin certificated form, the certificates or instruments representing the Takedown
\nSecurities will be, when issued, properly signed by authorized officers of the
\nCompany or their agents, properly authenticated in accordance with the terms of
\nthe Indenture and delivered to the intended recipients with the intent that the
\nCompany be bound thereby. We have also assumed that the Indenture and the
\nSupplemental Indentures are, and at the time of execution, authentication,
\nissuance and delivery of the Takedown Securities will be, a valid and legally
\nbinding obligation of the Trustee.<\/p>\n
\nprior to the time of the delivery of any Takedown Securities, there will not
\nhave occurred any change in law affecting the validity of the Takedown
\nSecurities. We also assume that the Indenture and the Supplemental Indentures
\nhave been validly executed and delivered by the Trustee.<\/p>\n
\nour examination of the documents referred to above and have assumed the current
\naccuracy and completeness of the information included in the documents referred
\nto above and the representations and warranties made by representatives of the
\nCompany to us, including, but not limited to, those set forth in the Opinion
\nCertificate. We have made no independent investigation or other attempt to
\nverify the accuracy of any of such information or to determine the existence or
\nnon-existence of any other factual matters.<\/p>\n
\nis rendered only with respect to, and no opinion is expressed herein concerning
\nthe application or effect of the laws of any jurisdiction other than, (i) the
\nexisting laws of the United States of America, (ii) the existing laws of the
\nState of California, (iii) the Delaware General Corporation Law, the Delaware
\nConstitution and reported judicial decisions interpreting those laws and (iv)
\nsolely with respect to whether or not the Takedown Securities are the valid and
\nbinding obligations of the Company, the existing laws of the State of New York.\n<\/p>\n
\nwith respect to, the following limitations and exceptions to the enforceability
\nof the Takedown Securities:<\/p>\n
\narrangement, moratorium, fraudulent conveyance, and other similar laws now or
\nhereafter in effect relating to or affecting the rights and remedies of
\ncreditors;<\/p>\n
\nincluding, without limitation, concepts of materiality, reasonableness, good
\nfaith and fair dealing, public policy and unconscionability, and the possible
\nunavailability of specific performance, injunctive relief, or other equitable\n<\/p>\n
\n
\nlaw;<\/p>\n
\nloans, forebearances or the use of money; and<\/p>\n
\ncontribution, to the extent such provisions may be held unenforceable as
\ncontrary to federal or state securities laws.<\/p>\n
\nwhen issued, sold and delivered (i) in the manner and for the consideration
\napproved by the Board in accordance with the Resolutions, (ii) as stated in the
\nProspectus Supplement, and (iii) pursuant to the terms of the Underwriting
\nAgreement, will be validly issued if issued in certificated form, and will
\nconstitute valid and binding obligations of the Company.<\/p>\n
\nStatement and further consent to all references to us, if any, in the
\nRegistration Statement, the Base Prospectus and Prospectus Supplement
\nconstituting a part thereof and, provided that the conditions set forth in this
\nletter are satisfied, any amendments or supplements thereto. In giving this
\nconsent we do not thereby admit that we come within the category of persons
\nwhose consent is required by the Securities Act or by the rules and regulations
\npromulgated thereunder.<\/p>\n
\nsale of the Takedown Securities subject to the Registration Statement and is not
\nto be relied upon for any other purpose. This opinion speaks as of the date
\nfirst above written, and we assume no obligation to advise you, or any other
\nperson or entity, of any fact, circumstance, event or change in the law or the
\nfacts that may hereafter be brought to our attention whether or not such
\noccurrence would affect or modify the opinions expressed herein.<\/p>\n\n\n
\n <\/td>\n \n \n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n \n \n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n \n \n
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