Exhibit 5.1
| | |
| September 24, 2018 | | 
Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637 Main Tel +1 312 782 0600 Main Fax +1 312 701 7711 www.mayerbrown.com |
Board of Directors
Prologis, Inc.
Pier 1, Bay 1
San Francisco, California 94111
| Re: | Registration Statement on |
Form S-3 (File No. 333-216491)
Ladies and Gentlemen:
We have acted as special counsel to Prologis, Inc. (“Prologis”), a Maryland corporation, Prologis, L.P. (the “Parent Guarantor”), a Delaware limited partnership and Prologis Yen Finance, a Delaware limited liability company (the “Issuer”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of ¥5,000,000,000 aggregate principal amount of the Issuer’s 0.652% Notes due 2025 (the “2025 Notes”), ¥40,000,000,000 aggregate principal amount of the Issuer’s 0.972% Notes due 2028 (the “2028 Notes”), ¥5,100,000,000 aggregate principal amount of the Issuer’s 1.077% Notes due 2030 (the “2030 Notes”) and ¥5,000,000,000 aggregate principal amount of the Issuer’s 1.470% Notes due 2038 (the “2038 Notes” and, together with the 2025 Notes, 2028 Notes and 2030 Notes, the “Notes”) and the related guarantees thereof by the Parent Guarantor (the “Guarantees”), each as described in the prospectus, as supplemented, relating to the Notes and the corresponding Guarantees (the “Prospectus”) contained in Prologis’s, the Issuer’s and the Parent Guarantor’s Registration Statement on Form S-3, as amended by Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2 (File No. 333-216491) (the “Registration Statement”). The Notes and the corresponding Guarantees will be issued under the Indenture, dated as of September 25, 2018 (the “Base Indenture”), among the Issuer and the Parent Guarantor and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental Indenture, dated as of September 25, 2018 (the Base Indenture as supplemented by the first supplemental indenture, the “Indenture”).
We have also participated in the preparation and filing with the Securities and Exchange Commission under the Securities Act of the Registration Statement, relating to the debt securities and guarantees of which the Notes and Guarantees are a part. In rendering our opinions set forth below, we have examined originals or copies identified to our satisfaction of (i) the Registration Statement, including the Prospectus; (ii) Prologis’s Articles of Incorporation, as amended and supplemented; (iii) the Prologis’s Eighth Amended and Restated Bylaws; (iv) the certificate of limited partnership of the Parent Guarantor; (v) the Thirteenth Amended and Restated Agreement of Limited Partnership, as amended, of the Parent Guarantor; (vi) resolutions of Prologis’s Board of Directors and committees thereof; (vii) the Indenture and (viii) the form of the Notes and corresponding Guarantees. In addition, we have examined and relied upon other documents, certificates, corporate records, opinions and instruments, obtained from the Issuer and the Parent Guarantor or other sources believed by us to be reliable, as we have deemed necessary or appropriate for the purpose of this opinion. In rendering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.
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