Fidelity National Information Services, Inc.
May 21, 2019
Page 2 of 4
21, 2019 (the “Twenty-Third Supplemental Indenture”) and a Twenty-Fourth Supplemental Indenture, with respect to the 2031 Sterling Notes, to be dated as of May 21, 2019 (the “Twenty-Fourth Supplemental Indenture” and, together with the Seventeenth Supplemental Indenture, the Eighteenth Supplemental Indenture, the Nineteenth Supplemental Indenture, the Twentieth Supplemental Indenture, the Twenty-First Supplemental Indenture, the Twenty-Second Supplemental Indenture and the Twenty-Third Supplemental Indenture, the “Supplemental Indentures” and, collectively with the Base Indenture, the “Indenture”).
The offer and sale of the Securities is being made pursuant to the Registration Statement (the “Registration Statement”) on FormS-3 (RegistrationNo. 333-212372), relating to the Securities and other securities, filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), including the prospectus supplement, dated May 14, 2019 (the “Prospectus Supplement”), filed by the Company with the Commission on May 15, 2019. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-K under the Securities Act.
We have examined (a) the Registration Statement; (b) the Prospectus Supplement; (c) an executed copy of the Underwriting Agreement; (d) a copy of the certificate, dated May 21, 2019, representing the 2021 Euro Notes; (e) a copy of the certificate, dated May 21, 2019, representing the 2023 Euro Notes; (f) a copy of the certificate, dated May 21, 2019, representing the 2027 Euro Notes; (g) a copy of the certificate, dated May 21, 2019, representing the 2030 Euro Notes; (h) a copy of the certificate, dated May 21, 2019, representing the 2039 Euro Notes; (i) a copy of the certificate, dated May 21, 2019, representing the Floating Rate Notes; (j) a copy of the certificate, dated May 21, 2019, representing the 2025 Sterling Notes; (k) a copy of the certificate, dated May 21, 2019, representing the 2031 Sterling Notes and (l) an executed copy of the Indenture. In addition, we have examined the originals (or copies certified or otherwise identified to our satisfaction) of such other corporate records, agreements, instruments, certificates, and documents and have reviewed such questions of law and made such inquiries as we have deemed necessary or appropriate for the purposes of the opinions rendered herein.
In such examination, we have assumed the genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. We have also assumed that the books and records of the Company have been maintained in accordance with proper corporate procedures. As to any facts material to our opinion, we have, when the relevant facts were not independently established, relied upon the documents referred to in clauses (a) through (l) above and the aforesaid other agreements, instruments, certificates, documents and records, as well as upon statements and certificates of officers and other representatives of the Company and others and of public officials. We have assumed that such statements, and that the representations in such documents, agreements, instruments, certificates and records, are and will continue to be true and complete without regard to any qualification as to knowledge or belief.
We have also assumed for purposes of this opinion letter, without investigation, that: (i) each of the parties to the Indenture and the Securities (collectively, the “Transaction Documents”) and each person executing and delivering any of the Transaction Documents by or on behalf of any such