Exhibit 5.1
July 21, 2011
V.F. Corporation
105 Corporate Center Blvd.
Greensboro, North Carolina 27408
Ladies and Gentlemen:
V.F. Corporation, a Pennsylvania corporation (the Company), is filing with the Securities
and Exchange Commission a Registration Statement on Form S-3 (the Registration Statement) for the
purpose of registering under the Securities Act of 1933, as amended (the Act) (i) debt securities
(the Debt Securities), which may be issued pursuant to an indenture between the Company and The
Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company,
N.A., as trustee, dated October 15, 2007, as amended or supplemented from time to time (the
Indenture); (ii) shares of preferred stock, par value $1.00 per share (the Preferred Stock), of
the Company; (iii) shares of common stock, without par value, but with a stated value of $1.00 per share (the Common Stock), of the Company;
(iv) warrants of the Company (the Warrants), which may be issued pursuant to a warrant agreement
(the Warrant Agreement) to be entered into between the Company and the warrant agent to be named
therein (the Warrant Agent); (v) purchase contracts (the Purchase Contracts), which may be
issued under one or more purchase contract agreements (each, a Purchase Contract Agreement) to be
entered into between the Company and the purchase contract agent to be named therein (the Purchase
Contract Agent); and (vi) units (the Units), which may be issued under one or more unit
agreements to be entered into among the Company, a bank or trust company, as unit agent (the Unit
Agent), and the holders from time to time of the Units (each such unit agreement, a Unit
Agreement).
We, as your counsel, have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
Based upon the foregoing, we advise you that, in our opinion:
1. When the necessary corporate action on the part of the Company has been taken to authorize
the issuance and sale of such shares of Common Stock proposed to be sold by the Company, and when
such shares of Common Stock are issued and delivered in accordance with the applicable underwriting
or other agreement against payment therefor (in excess of stated value thereof) or upon conversion or
exercise of any security offered under the Registration Statement
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(the Offered Security), in
accordance with terms of such Offered Security or the instrument governing such Offered Security
providing for such conversion or
exercise as approved by the Board of Directors, for the consideration approved by the Board of
Directors (which consideration is not less than the stated value of the Common Stock), such shares of
Common Stock will be validly issued, fully-paid and non-assessable.
2. Upon designation of the relative rights, preferences and limitations of any series of
Preferred Stock by the Board of Directors of the Company and the proper filing with the Secretary
of State of the Commonwealth of Pennsylvania of a Certificate of Designation relating to such
series of Preferred Stock, all necessary corporate action on the part of the Company will have been
taken to authorize the issuance and sale of such series of Preferred Stock proposed to be sold by
the Company, and when such shares of Preferred Stock are issued and delivered in accordance with
the applicable underwriting or other agreement against payment therefor (in excess of par value
thereof), such shares of Preferred Stock will be validly issued, fully paid and non-assessable.
3. When the specific terms of a particular series of Debt Securities have been duly authorized
and established in accordance with the Indenture and such Debt Securities have been duly
authorized, executed, authenticated, issued and delivered in accordance with the Indenture and the
applicable underwriting or other agreement against payment therefor, such Debt Securities will
constitute valid and binding obligations of the Company, enforceable in accordance with their
terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors rights
generally, concepts of reasonableness and equitable principles of general applicability.
4. When the Warrant Agreement to be entered into in connection with the issuance of any
Warrants has been duly authorized, executed and delivered by the Warrant Agent and the Company; the
specific terms of the Warrants have been duly authorized and established in accordance with the
Warrant Agreement; and such Warrants have been duly authorized, executed, issued and delivered in
accordance with the Warrant Agreement and the applicable underwriting or other agreement against
payment therefor, such Warrants will constitute valid and binding obligations of the Company,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and
similar laws affecting creditors rights generally, concepts of reasonableness and equitable
principles of general applicability.
5. When the Purchase Contract Agreement to be entered into in connection with the issuance of
any Purchase Contracts has been duly authorized, executed and delivered by the Purchase Contract
Agent and the Company; the specific terms of the Purchase Contracts have been duly authorized and
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established in accordance with the Purchase Contract Agreement; and such Purchase Contracts have
been duly authorized, executed, issued and delivered in accordance with the Purchase Contract
Agreement and the applicable underwriting or other agreement against payment therefor, such
Purchase
Contracts will constitute valid and binding obligations of the Company, enforceable in
accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors rights generally, concepts of reasonableness and equitable principles of
general applicability.
6. When the Unit Agreement to be entered into in connection with the issuance of any Units has
been duly authorized, executed and delivered by the Unit Agent and the Company; the specific terms
of the Units have been duly authorized and established in accordance with the Unit Agreement; and
such Units have been duly authorized, executed, issued and delivered in accordance with the Unit
Agreement and the applicable underwriting or other agreement against payment therefor, such Units
will constitute valid and binding obligations of the Company, enforceable in accordance with their
terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors rights
generally, concepts of reasonableness and equitable principles of general applicability.
In connection with the opinions expressed above, we have assumed that, at or prior to the time of
the delivery of any such security, (i) the Board of Directors shall have duly established the terms
of such security and duly authorized the issuance and sale of such security and such authorization
shall not have been modified or rescinded; (ii) the Company shall remain validly existing as a
corporation in good standing under the laws of the Commonwealth of Pennsylvania; (iii) the
Registration Statement shall be effective and such effectiveness shall not have been terminated or
rescinded; (iv) the Indenture and the Debt Securities are each valid, binding and enforceable
agreements of each party thereto (other than as expressly covered above in respect of the Company);
and (v) there shall not have occurred any change in law affecting the validity or enforceability
of such security. We have also assumed that none of the terms of any security to be established
subsequent to the date hereof, nor the issuance and delivery of such security, nor the compliance
by the Company with the terms of such security will violate any applicable law or public policy or
will result in a violation of any provision of any instrument or agreement then binding upon the
Company, or any restriction imposed by any court or governmental body having jurisdiction over the
Company.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws
of the State of New York. In giving the foregoing opinion, we have as to all matters governed by
the laws of the Commonwealth of Pennsylvania, relied on the opinion of Candace S. Cummings, Vice
President Administration, General Counsel, and Secretary of the Company, a copy of which has
been delivered to you today and is attached hereto as Exhibit A, and our
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opinion is subject in all
respects to the assumptions, qualifications and exceptions contained in such opinion.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
referred to above and further consent to the reference to our name
under the caption Legal Matters in the prospectus, which is a part of the Registration Statement.
In giving this consent, we do not admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.
This opinion is rendered solely to you in connection with the above matter. This opinion may not
be relied upon by you for any other purpose or relied upon by or furnished to any other person
without our prior written consent.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
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EXHIBIT A
OPINION OF CANDACE S. CUMMINGS
July 21, 2011
V.F. Corporation
105 Corporate Center Blvd.
Greensboro, North Carolina 27408
Ladies and Gentlemen:
I am Vice President Administration, General Counsel and Secretary of V.F. Corporation, a
Pennsylvania corporation (the Company), and have acted as counsel to the Company in connection
with the Companys Registration Statement on Form S-3 (the Registration Statement) filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for the
registration of the sale from time to time of (i) debt securities; (ii) shares of preferred stock,
par value $1.00 per share (the Preferred Stock), of the Company; (iii) shares of common stock,
without par value, but with a stated value of $1.00 per share (the Common Stock), of the Company; (iv) warrants of the Company; (v) purchase
contracts; and (vi) units.
I have examined originals or copies, certified or otherwise identified to my satisfaction, of
such documents, corporate records, certificates of public officials and other instruments as I have
deemed necessary or advisable for the purpose of rendering this opinion.
Based on the foregoing and subject to the qualifications and exceptions set forth herein, it
is my opinion that:
1. When the necessary corporate action on the part of the Company has been taken to authorize
the issuance and sale of such shares of Common Stock proposed to be sold by the Company, and when
such shares of Common Stock are issued and delivered in accordance with the applicable underwriting
or other agreement against payment therefor (in excess of stated value thereof) or upon conversion or
exercise of any security offered under the Registration Statement (the Offered Security), in
accordance with terms of such Offered Security or the instrument governing such Offered Security
providing for such conversion or exercise as approved by the Board of Directors, for the
consideration approved by the Board of Directors (which consideration is not less than the stated value of the Common Stock), such shares of Common Stock will be validly issued, fully-paid and
non-assessable.
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2. Upon designation of the relative rights, preferences and limitations of any series of
Preferred Stock by the Board of Directors of the Company and the proper filing with the Secretary
of State of the Commonwealth of Pennsylvania of a Certificate of Designation relating to such series of Preferred Stock, all necessary corporate
action on the part of the Company will have been taken to authorize the issuance and sale of such
series of Preferred Stock proposed to be sold by the Company, and when such shares of Preferred
Stock are issued and delivered in accordance with the applicable underwriting or other agreement
against payment therefor (in excess of par value thereof), such shares of Preferred Stock will be
validly issued, fully paid and non-assessable.
In connection with the opinions expressed above, I have assumed that, at or prior to the time
of the delivery of any such security, (i) the Board of Directors shall have duly established the
terms of such security and duly authorized the issuance and sale of such security and such
authorization shall not have been modified or rescinded; (ii) the Company shall remain validly
existing as a corporation in good standing under the laws of the Commonwealth of Pennsylvania;
(iii) the Registration Statement shall be effective and such effectiveness shall not have been
terminated or rescinded; and (iv) there shall not have occurred any change in law affecting the
validity or enforceability of such security. I have also assumed that none of the terms of any
security to be established subsequent to the date hereof, nor the issuance and delivery of such
security, nor the compliance by the Company with the terms of such security will violate any
applicable law or public policy or will result in a violation of any provision of any instrument or
agreement then binding upon the Company, or any restriction imposed by any court or governmental
body having jurisdiction over the Company.
I am a member of the Bar of the Commonwealth of Pennsylvania and I do not express any opinion
herein concerning any law other than the laws of the Commonwealth of Pennsylvania.
I hereby consent to the reference to my name under the caption Legal Matters in the
prospectus, which is a part of the Registration Statement.
This opinion is rendered solely to you in connection with the above matter. This opinion may
not be relied upon by you for any other purpose or relied upon by or furnished to any other person
without my prior written consent. Davis Polk & Wardwell LLP, as special counsel to the Company in
connection with the Registration Statement, may rely upon this opinion.
Very truly yours,
/s/ Candace S. Cummings
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