Exhibit 5.1
December 1, 2022
Amazon.com, Inc.
410 Terry Avenue North
Seattle, Washington, 98109
Registration Statement on Form S-3 (File No. 333-238831)
Ladies and Gentlemen:
We have acted as counsel to Amazon.com, Inc., a Delaware corporation (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3, file no. 333-238831 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included therein, the prospectus supplement dated November 29, 2022, filed with the Commission on November 30, 2022 pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”), and the offering by the Company pursuant thereto of $ $8,250,000,000 aggregate principal amount of the Company’s 4.700% notes due 2024, 4.600% notes due 2025, 4.550% notes due 2027, 4.650% notes due 2029, and 4.700% notes due 2032 (the “Notes”).
The Notes have been issued pursuant to the Indenture dated as of November 29, 2012 (the “Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Prior Trustee”), as amended and supplemented by Supplemental Indenture No. 1 dated as of April 13, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, the Prior Trustee, as prior trustee, and Computershare Trust Company, National Association, as successor trustee, and the Officers’ Certificate of the Company dated as of December 1, 2022 establishing the terms of each series of Notes pursuant to Section 2.2 of the Base Indenture (the “Officers’ Certificate”).
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Indenture, Officers’ Certificate, and the Notes and such other documents, corporate records, certificates of officers of the Company and of public officials, and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.
