Exhibit 5.1
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![LOGO](https://capedge.com/proxy/8-K/0001193125-24-199460/g760314img0002.jpg) | | | | Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166-0193 T: 212.351.400 gibsondunn.com |
August 13, 2024
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. 333-277232) |
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. 333-277232 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included therein, the prospectus supplement, dated August 8, 2024, filed with the Commission on August 12, 2024 pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”), and the offering by the Company pursuant thereto of $450,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029 (the “2029 Notes”), $300,000,000 aggregate principal amount of the Company’s 5.150% Senior Notes due 2034 (the “New 2034 Notes”) and $750,000,000 aggregate principal amount of the Company’s 5.800% Senior Notes due 2054 (the “2054 Notes” and, together with the 2029 Notes and the New 2034 Notes, the “Notes”). The New 2034 Notes are an additional issuance of the existing $1,000,000,000 5.150% Senior Notes due 2034 (the “Existing 2034 Notes” and, together with the New 2034 Notes, the “2034 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 Ninth Supplemental Indenture, dated January 5, 2024, relating to the 2034 Notes, and by the Tenth Supplemental Indenture, dated August 13, 2024, relating to the 2029 Notes and the 2054 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
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