eBay Inc.
June 15, 2020
Page 2
In rendering the opinion set forth in this letter, we have examined and relied upon copies of (i) the Registration Statement, (ii) the Company’s prospectus dated February 18, 2020 (the “Base Prospectus”), (iii) the Company’s prospectus supplement dated June 8, 2020 supplementing the Base Prospectus and relating to the Notes, (iv) the Indenture, (v) the respective forms of certificates in global form evidencing the Notes, (vi) the Underwriting Agreement, (vii) the Company’s amended and restated certificate of incorporation and amended and restatedby-laws and (viii) certain resolutions adopted by the Company’s board of directors and the audit committee thereof related to the Registration Statement, the Indenture, the Underwriting Agreement and the Notes, as certified by the Assistant Secretary of the Company on the date hereof as being true, correct and complete and in full force and effect. We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and other corporate documents as we have deemed necessary or appropriate for the purpose of rendering the opinion set forth in this letter. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as certified or photostatic copies or by facsimile or other means of electronic transmission. As to facts relevant to the opinion expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.
Based on and subject to the foregoing and the other limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that, when the Notes are duly executed by a duly authorized officer of the Company and duly authenticated by the Trustee, all in accordance with the provisions of the Indenture, and delivered to the purchasers thereof against payment of the agreed consideration therefor in accordance with the Underwriting Agreement, the Notes will constitute valid and binding obligations of the Company.
Our opinion is subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief.
This opinion letter is limited to the laws of the State of New York (excluding the securities laws of the State of New York) and the General Corporation Law of the State of Delaware. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America, or as to the municipal laws or the laws, rules or regulations of any local agencies or governmental authorities of or within the State of New York, or in each case as to any matters arising thereunder or relating thereto.
