Exhibits 5.1 and 23.2
[LETTERHEAD OF NAGASHIMA OHNO & TSUNEMATSU]
June 29, 2023
Sumitomo Mitsui Financial Group, Inc.
1-2, Marunouchi 1-chome
Chiyoda-ku, Tokyo 100-0005
Japan
Re: SUMITOMO MITSUI FINANCIAL GROUP, INC.
Registration Statement on Form F-3
Ladies and Gentlemen:
In connection with the registration statement (“Registration Statement”) on Form F-3 relating to debt securities (the “Debt Securities”) of Sumitomo Mitsui Financial Group, Inc. (the “Company”) to be filed by the Company on the date hereof, we have acted as Japanese legal counsel to the Company and have been requested to provide our opinion to be filed as an exhibit to the Registration Statement.
For the purposes of this opinion, we have reviewed certified copies of the Articles of Incorporation, the Regulations of the Board of Directors, the Regulations of Corporate Executive Officers and the Regulations of the CxO System Management of the Company, and such agreements and other certificates and corporate and other records and documents of the Company and such other matters, documents and records, and considered such questions of the laws of Japan, as we have deemed necessary or appropriate for the purpose of rendering the opinion hereinafter set forth. In such review, without independent investigation, we have assumed the genuineness of all signatures and seal impressions, the authenticity and completeness of all documents submitted to us as originals, the completeness and conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such documents, the execution of all documents submitted to us as forms in such forms, the sufficiency of the legal capacity of natural person-signatories executing or delivering all agreements and documents, that nothing in the applicable law of any jurisdiction other than Japan would conflict with, or preclude the performance, legality, validity, effectiveness or enforcement of the Debt Securities and other relevant documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have reviewed are accurate and complete.
Having examined the above documents and having regard to the relevant laws of Japan to the extent that they are applicable, and subject to the assumptions and qualifications set out herein, we are of the opinion that the Debt Securities, upon due authorization by all necessary corporate action of the Company and the due execution of all necessary agreements by the respective parties, and when payment for the Debt Securities has been duly made in full, and the certificates for the Debt Securities have been duly signed by the Company, duly authenticated and delivered, and other necessary procedures have been completed, each in accordance with and in the manner contemplated in all related agreements, Japanese law and the Articles of Incorporation, the Regulations of the Board of Directors, the Regulations of Corporate Executive Officers and the Regulations of the CxO System Management of the Company, and assuming that the Debt Securities will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms under their governing law, to which they are subject and as to which we render no opinion, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms.
The foregoing opinion is based on the assumptions, qualified by and subject to the limitations, set forth below:
(i) | This opinion letter is strictly limited to the matters stated herein and may not be read as extending by implication to any other matters or documents not specifically referred to herein. |
(ii) | We are members of the bar of Japan and our opinion is limited solely to the laws of Japan in force and as interpreted as at the date hereof. In giving the opinion set forth above, we have relied, as to matters |