Exhibit 5.2
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February 4, 2026 Oracle Corporation 2300 Oracle Way Austin, Texas 78741 | | Silicon Valley 855 Main Street Redwood City, CA 94063 T +1 (650) 618-9250 freshfields.us |
Ladies and Gentlemen:
We have acted as counsel to Oracle Corporation, a Delaware corporation (the “Company”), in connection with the Company’s offering of $500,000,000 aggregate principal amount of its Floating Rate Notes due 2029, $3,000,000,000 aggregate principal amount of its 4.550% Notes due 2029, $3,500,000,000 aggregate principal amount of its 4.950% Notes due 2031, $3,000,000,000 aggregate principal amount of its 5.350% Notes due 2033, $5,000,000,000 aggregate principal amount of its 5.700% Notes due 2036, $2,250,000,000 aggregate principal amount of its 6.550% Notes due 2046, $5,000,000,000 aggregate principal amount of its 6.700% Notes due 2056 and $2,750,000,000 aggregate principal amount of its 6.850% Notes due 2066 (collectively, the “Notes”) in an underwritten public offering pursuant to an underwriting agreement dated February 2, 2026 (the “Underwriting Agreement”) between the Company and BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., and J.P. Morgan Securities LLC, as representatives of the several underwriters listed in Schedule 1 thereto (the “Underwriters”). The Notes are to be issued pursuant to an Indenture dated as of January 13, 2006 (the “Base Indenture”) by and among the Company (formerly known as Ozark Holding Inc.), Oracle Systems Corporation (formerly known as Oracle Corporation) and Citibank, N.A., as amended by the First Supplemental Indenture dated as of May 9, 2007 (together with the Base Indenture, the “Indenture”) by and among the Company, Citibank, N.A. and The Bank of New York Trust Company, N.A., and an Officers’ Certificate to be issued pursuant thereto on or about February 4, 2026. On June 29, 2007, Citibank, N.A. resigned as the original trustee under the Indenture and the Company appointed The Bank of New York Trust Company, N.A. as successor trustee (the “Trustee”). We have been informed that The Bank of New York Trust Company, N.A., has become The Bank of New York Mellon Trust Company, N.A. The Company filed a registration statement on Form S-3 with the Securities and Exchange Commission on March 15, 2024 pursuant to the provisions of the Securities Act of 1933, as amended (the “Securities Act”) (File No. 333-277990) (as amended through the date hereof, and together with the documents incorporated by reference therein, the “Registration Statement”), including a base prospectus (the “Base Prospectus”), as supplemented by the prospectus supplement dated February 2, 2026 (together with the Base Prospectus and the documents incorporated by reference therein, the “Prospectus”).
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all documents that we reviewed are genuine,