Exhibit 5.1
October 8, 2021
The Williams Companies, Inc.
One Williams Center, Suite 4700
Tulsa, Oklahoma 74172
Re: | The Williams Companies, Inc. |
| Registration Statement on Form S-3 (File No. 333-253451) |
Ladies and Gentlemen:
We have acted as counsel to The Williams Companies, 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. 333-253451 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included therein, the prospectus supplement, dated October 5, 2021, filed with the Commission on October 7, 2021 pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”), and the offering by the Company pursuant thereto of $600,000,000 aggregate principal amount of the Company’s 2.600% Senior Notes due 2031 (the “New 2031 Notes”) and $650,000,000 aggregate principal amount of the Company’s 3.500% Senior Notes due 2051 (the “2051 Notes” and, together with the New 2031 Notes, the “Notes”). The New 2031 Notes are an additional issuance of the existing $900,000,000 2.600% Senior Notes due 2031 (the “Existing 2031 Notes” and, together with the New 2031 Notes, the “2031 Notes”).
The Notes will be issued pursuant to the Indenture, dated as of December 18, 2012 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture, dated March 2, 2021, relating to the 2031 Notes, and by the Fifth Supplemental Indenture, dated October 8, 2021, relating to the 2051 Notes (the “Supplemental Indentures” and together with the Base Indenture, the “Indenture”) between the Company and the Trustee.
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 Base Indenture, the Supplemental Indentures, 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