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 5.2
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 United States 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 pursuant to 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 (the Officer’s Certificate and the Indenture are being referred to herein together as 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, and subject to the further limitations, qualifications and assumptions stated herein, we are of the opinion that the Notes constitute valid and binding obligations of the Company.
The opinion set forth above is subject to the following limitations, qualifications and assumptions:
For purposes of the opinion expressed herein, we have assumed that (i) the Trustee has authorized, executed and delivered the Indenture, (ii) the Notes have been duly authenticated by the Trustee in accordance with the Indenture and (iii) the Indenture is the valid, binding and enforceable obligation of the Trustee.
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
We have assumed that (i) the Company is asociété anonyme duly incorporated and validly existing under the laws of the French Republic, (ii) the Indenture and the definitive terms of the Notes have been (a) authorized in accordance with all necessary corporate action of the Company and applicable law, including laws of the French Republic (except that no such assumption is made as to matters of the law of the State of New York that in our experience would normally be applicable to general business entities with respect to the issuance of the Notes) and (b) executed and delivered by the Company under the laws of the French Republic, and (iii) the execution, delivery, performance and compliance with the terms and provisions of the Indenture and the Notes by the Company do not violate or conflict with the laws the French Republic or any rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable to it or its properties or the terms and provisions of thestatuts(By-laws) of the Company.
The opinion expressed herein is limited by bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights generally, and by general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.
As to facts material to the opinion and assumptions expressed herein, we have relied upon oral or written statements and representations of the officers and other representatives of the Company and others. The opinion expressed herein is limited to the laws of the State of New York as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction, including in particular the laws of France.
We hereby consent to the filing of this opinion as Exhibit 5.2 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.
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| Very truly yours, |
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| /s/ Jones Day |
