Exhibit 8.2
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Osler, Hoskin & HarcourtLLP Box 50, 1 First Canadian Place
Toronto, Ontario, Canada M5X 1B8
416.362.2111 MAIN 416.862.6666 FACSIMILE | |  |
November 1, 2024
Royal Bank of Canada
Royal Bank Plaza
200 Bay Street
Toronto, Ontario
M5J 2J5
Dear Sirs/Mesdames:
Royal Bank of Canada – US$1,000,000,000 6.350% Limited Recourse Capital Notes, Series 5 (Non-Viability Contingent Capital (NVCC)) (Subordinated Indebtedness) and 1,000,000 Non-Cumulative 5-Year Fixed Rate Reset First Preferred Shares, Series BX (Non-Viability Contingent Capital (NVCC))
We have acted as Canadian counsel to Royal Bank of Canada (the “Bank”) in connection with the issue and sale today by the Bank of (i) US$1,000,000,000 aggregate principal amount of 6.350% Limited Recourse Capital Notes, Series 5 (Non-Viability Contingent Capital (NVCC)) (Subordinated Indebtedness) due 2084 (the “Notes”) and (ii) 1,000,000 Non-Cumulative 5-Year Fixed Rate Reset First Preferred Shares, Series BX (Non-Viability Contingent Capital (NVCC)) of the Bank (the “Preferred Shares” and, collectively with the Notes, the “Securities”) to Computershare Trust Company of Canada, as trustee of Leo LRCN Limited Recourse Trust.
We hereby confirm to you that the statements of Canadian tax law set forth under the heading “Canadian Federal Income Tax Considerations” in the prospectus supplement relating to the Securities, dated October 17, 2024 (the “Prospectus Supplement”), are our opinion and are accurate in all material respects subject to the limitations and qualifications therein.
We hereby consent to the filing of this opinion as an exhibit to the Bank’s Current Report on Form 6-K and to the reference to us under the heading “Canadian Federal Income Tax Considerations” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933.
Yours truly,
/s/ Osler, Hoskin & Harcourt LLP
