UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 

 
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
August 9, 2012
 
THE DOW CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation)
 
1-3433
(Commission File Number)
 
38-1285128
(IRS Employer
Identification No.)
 

2030 Dow Center, Midland, Michigan
(Address of principal executive offices)
 
48674
(Zip Code)

(989) 636-1000
(Registrant’s telephone number, including area code)
 
N.A.
(Former name or former address, if changed since last report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
          
Item 8.01
Other Events

The Dow Chemical Company (the “Company”) is filing this Current Report on Form 8-K to provide an updated legality opinion with respect to its Dow Internotes, which may be offered and sold from time to time as described in the prospectus supplement dated February 19, 2010 relating to the Dow Internotes. The Dow Internotes have been registered under the Securities Act of 1933, as amended, pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-164985) (the “Registration Statement”) filed with the Securities and Exchange Commission.
 
Item 9.01
Financial Statements and Exhibits
 
The Company hereby files the following exhibits to, and incorporates such exhibits by reference in, the Registration Statement:
 
 
Exhibit No.
Description
 
 
5.1
Opinion of Kenneth Hemler, Counsel of the Company, as to the legality of the Dow Internotes
 
 
23.1
Consent of Kenneth Hemler, Counsel of the Company (included in Exhibit 5.1)
 

 
 
 
 
 
 
 
 
 
 
 
 
 
    
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
THE DOW CHEMICAL COMPANY
Registrant
 
Dated:  August 9, 2012
    
         
  By:   /s/ Ronald C. Edmonds  
    Name:  Ronald C. Edmonds  
    Title:  Vice President and Controller  
         
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      
EXHIBIT INDEX
 
Exhibit No.
Description
 
 
5.1
Opinion of Kenneth Hemler, Counsel of the Company, as to the legality of the Dow Internotes
 
 
23.1
Consent of Kenneth Hemler, Counsel of the Company (included in Exhibit 5.1)