September 6, 2024
Regions Financial Corporation,
1900 Fifth Avenue North,
Birmingham, Alabama 35203.
Ladies and Gentlemen:
As tax counsel to Regions Financial Corporation in connection with the issuance
of $1,000,000,000 principal amount of 5.502% Fixed Rate / Floating Rate Senior Notes due 2035
(the “Notes”), as described in the prospectus supplement, dated September 3, 2024 (the
“Prospectus Supplement”), to the prospectus dated February 24, 2022, we hereby confirm to you
that, subject to the qualifications, limitations and assumptions set forth in the Prospectus
Supplement, we are of the opinion that the material federal tax consequences to the holders of the
Notes are as set forth in the Prospectus Supplement under the caption “Material United States
Federal Income Tax Consequences”.
Our opinion set forth above is based on the Internal Revenue Code of 1986, as
amended, Treasury Regulations promulgated thereunder, administrative pronouncements and
judicial precedents, all as of the date hereof. The foregoing authorities may be repealed, revoked
or modified, and any such change may have retroactive effect.
We express no opinion with respect to the transactions referred to herein or in the
Prospectus Supplement other than as expressly set forth herein, nor do we express any opinion
herein concerning any law other than the federal tax law of the United States. Moreover, we note
that our opinion is not binding on the Internal Revenue Service or courts, either of which could
take a contrary position.
We hereby consent to the filing of this opinion as an exhibit to the Registration
Statement under which the Notes have been offered and sold. In giving such consent, we do not
admit that we are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Sullivan & Cromwell LLP
