Exhibit 8.2
January 24, 2025
Royal Bank of Canada 200 Bay Street Royal Bank Plaza |
Norton Rose Fulbright Canada llp Toronto, Ontario M5K 1E7 Canada |
Toronto, ON M5J 2J5 | |
| F: +1 416.216.3930 | |
| nortonrosefulbright.com | |
| +1 416.216.4000 |
Dear Sirs/Mesdames:
Senior Global Medium-Term Notes, Series J
We have acted as Canadian tax counsel to Royal Bank of Canada (RBC) in connection with the issuance by RBC of its Senior Global Medium-Term Notes, Series J – U.S. $600,000,000 aggregate principal amount of Senior Floating Rate Notes due January 24, 2029, U.S. $1,550,000,000 aggregate principal amount of 4.965% Senior Fixed Rate/Floating Rate Notes due January 24, 2029, U.S. $300,000,000 aggregate principal amount of Senior Floating Rate Notes due February 4, 2031 and U.S. $1,800,000,000 aggregate principal amount of 5.153% Senior Fixed Rate/Floating Rate Notes due February 4, 2031 (collectively, the Offered Securities).
We hereby confirm to you that the statements of Canadian tax law set forth under the heading "Canadian Federal Income Tax Considerations" in the pricing supplements relating to the Offered Securities, each dated January 21, 2025 (and, with respect to the 4.965% Senior Fixed Rate/Floating Rate Notes due January 24, 2029, Amendment No. 1 to the Pricing Supplement dated January 21, 2025), 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 RBC’s Report of Foreign Private Issuer on Form 6-K and to the reference to us under the heading "Canadian Federal Income Tax Considerations" in the pricing supplements referred to above. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
Yours truly,
“Norton Rose Fulbright Canada LLP”