PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA
AVOCATS AU BARREAU DE PARIS
2, RUE SAINT-FLORENTIN • 75001 PARIS
TELEPHONE: (0)1.56.59.39.39 • FACSIMILE: (0)1.56.59.39.38 • TOQUE J 001
WWW.JONESDAY.COM
Exhibit 5.1
June 19, 2018
Sanofi
54 rue La Boétie
75008 Paris, France
| | Re: | Issuance by Sanofi of: |
$1,000,000,000 Aggregate Principal Amount of 3.375% Notes due June 19, 2023
$1,000,000,000 Aggregate Principal Amount of 3.625% Notes due June 19, 2028
Ladies and Gentlemen:
We are acting as special French counsel for Sanofi, a Frenchsociété anonyme (the “Company”), in connection with the issuance and sale of $1,000,000,000 aggregate principal amount of the Company’s 3.375% Notes due June 19, 2023 and $1,000,000,000 aggregate principal amount of the Company’s 3.625% Notes due June 19, 2028 (the “Notes”) pursuant to the Underwriting Agreement dated June 12, 2018 (the “Underwriting Agreement”), by and among the Company and Barclays Capital Inc., Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and MUFG Securities Americas Inc. (collectively, the “Underwriters”). The Notes are being issued in accordance with the decision of thedirecteur financier(chief financial officer) dated June 12, 2018, and pursuant to the indenture (the “Indenture”), dated as of June 19, 2018, by and between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and the Officer’s Certificate dated June 19, 2018, establishing the form and terms of the Notes pursuant to Section 301 of the Indenture.
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, subject to the further limitations, qualifications and assumptions set forth herein, and taking into account the provisions of French law which we consider applicable, we are of the opinion that the Notes are duly authorized.
In our examination of the foregoing documents, we have assumed, with your consent, the authenticity of the signatures on the documents submitted to us as original copies, and the conformity of all copies of documents with the originals thereof.
As to facts material to the opinion and assumptions expressed herein, we have relied upon written statements and representations of the officers and other representatives of the Company and others.
We are members of the Paris bar and this opinion is limited to the laws of the French Republic.
BUREAUX : AL-KHOBAR• AMSTERDAM• ATLANTA• BOSTON• BRISBANE• BRUXELLES• CHICAGO• CLEVELAND• COLUMBUS• DALLAS
DETROIT• DUBAÏ• DÜSSELDORF• FRANCFORT• HONG KONG• HOUSTON• IRVINE• LONDRES• LOS ANGELES• MADRID• MELBOURNE
MEXICO CITY• MIAMI• MILAN• MINNEAPOLIS• MOSCOU• MUNICH• NEW YORK• PARIS• PÉKIN• PERTH• PITTSBURGH• RIYAD
SAN DIEGO• SAN FRANCISCO• SÃO PAULO• SHANGHAÏ• SILICON VALLEY• SINGAPOUR• SYDNEY• TAÏPEI• TOKYO• WASHINGTON
June 19, 2018
Page 2
This opinion is subject to the sovereign power of the French courts to interpret the facts and circumstances of any adjudication.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Form6-K dated the date hereof and incorporated by reference into the Registration Statement on FormF-3 (Reg.No. 333-210203), filed by the Company to effect the registration of the Notes under the Securities Act of 1933 (the “Securities Act”) and to the reference to Jones Day under the caption “Validity of Securities” in the prospectus and “Validity of the Notes” in the prospectus supplement constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
This opinion is given on the basis that it is to be governed by, and construed in accordance with, the laws of the French Republic.
|
| Very truly yours, |
|
| /s/ Jones Day |
