Exhibit 5.1
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| | Kathleen B. McCabe | | Legal |
| | Managing Director and | | 240 Greenwich Street, 18th Floor |
| | Associate General Counsel, | | New York, New York 10286 |
| | Chief Securities Counsel | | |
August 23, 2019
The Bank of New York Mellon Corporation
240 Greenwich Street
New York, New York 10286
Ladies and Gentlemen:
In connection with the issuance and sale by The Bank of New York Mellon Corporation, a Delaware corporation (the “Company”), of $1,000,000,000 aggregate principal amount of its 1.950% Senior Medium-Term Notes Series J due 2022 (the “Notes”) pursuant to a Senior Debt Indenture dated as of February 9, 2016, as supplemented by the First Supplemental Senior Debt Indenture dated as of January 30, 2017, between the Company and Deutsche Bank Trust Company Americas, as Trustee (the “Senior Indenture”), a Distribution Agreement, dated January 30, 2017, as amended by Amendment No. 1 to the Distribution Agreement dated as of February 21, 2019, among the Company and the agents party thereto (the “Distribution Agreement”), a Letter Agreement, dated August 20, 2019, among the Company and the agents party thereto (the “Letter Agreement”) and a Terms Agreement, dated August 20, 2019, relating to the Notes (the “Terms Agreement”), I, as counsel for the Company, or attorneys under my supervision, have examined such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, it is my opinion that the Notes have been duly authorized and established by the Company in conformity with the Senior Indenture and, when the Notes have been duly prepared, executed, authenticated and issued in accordance with the Senior Indenture and delivered against payment in accordance with the Distribution Agreement, the Letter Agreement and the Terms Agreement, the Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and I am expressing no opinion as to the effect of the laws of any other jurisdiction.
I have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by me to be responsible, and I have assumed that the Senior Indenture has been duly authorized, executed and delivered by the Trustee, and that the signatures on all documents examined by me are genuine, assumptions which I have not independently verified.