The Bank of New York Mellon Corporation (BK) 8-K Material Modifications to Rights of Security Holders

Exhibit 5.1

	James J. Killerlane III	Legal
	Corporate Secretary,	240 Greenwich Street, 18th Floor
	Managing Director,	New York, New York 10286
	Deputy General Counsel, and
	Chief Securities Counsel

May 19, 2020

The Bank of New York Mellon Corporation,

240 Greenwich Street,

New York, NY 10286.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933, as amended (the “Act”), of up to 1,000,000 depositary shares (the “Depositary Shares”), each representing a 1/100th interest in a share of Series G Noncumulative Perpetual Preferred Stock, liquidation preference of $100,000 per share, $0.01 par value per share (the “Series G Preferred Stock”), of The Bank of New York Mellon Corporation, a Delaware corporation (the “Company”), and evidenced by a depositary receipt (the “Depositary Receipt”) to be issued pursuant to a Deposit Agreement, dated as of May 19, 2020 relating to the Depositary Shares (the “Deposit Agreement”), among the Company, Equiniti Trust Company, as depositary (the “Depositary”), and the holders from time to time of the Depositary Receipt described therein, 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, (1) when (i) issued as contemplated by the Company’s Registration Statement on FormS-3 (FileNo. 333-228787) (the “Registration Statement”) and deposited by the Company with the Depositary in accordance with the terms of the Deposit Agreement, and (ii) paid for in accordance with the terms of the Underwriting Agreement, dated May 12, 2020 (the “Underwriting Agreement”), among the Company and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and BNY Mellon Capital Markets, LLC, as Representatives of the several Underwriters named therein, the shares of the Series G Preferred Stock to be deposited with the Depositary pursuant to the Deposit Agreement (the “Series G Preferred Shares”) will have been validly issued, fully paid andnon-assessable, (2) upon due issuance by the Depositary of the Depositary Receipt evidencing the Depositary Shares against the deposit of the Series G Preferred Shares in accordance with the terms of the Deposit Agreement and payment therefor in accordance with the Underwriting Agreement, the Depositary Shares will have been validly issued, and (3) when (x) the Series G Preferred Shares have been issued as contemplated by the Registration Statement and deposited by the Company with the Depositary in accordance with the terms of the Deposit Agreement and (y) the Depositary Receipt has been issued in accordance with the terms of the Deposit Agreement, the Depositary Receipt will constitute a valid and legally binding obligation of the Company and entitle the holder thereof to the rights specified in the Depositary Receipt and the Deposit Agreement, 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.

May 19, 2020

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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 factual information obtained from public officials, officers of the Company and other sources believed by me to be responsible, and I have assumed that the Series G Preferred Shares will have been deposited with the Depositary in accordance with the Deposit Agreement, that the Deposit Agreement will have been duly authorized, executed and delivered by the Depositary, that the certificates evidencing the Series G Preferred Shares and the Depositary Receipt will conform to the respective specimens thereof examined by me, or attorneys under my supervision, that the certificate evidencing the Depositary Receipt will have been duly executed and delivered by one of the Depositary’s authorized officers and, if a registrar for the Depositary Receipt (other than the Depositary) has been appointed, will have been duly executed by a duly authorized officer of such registrar, that the certificate for the Series G Preferred Shares will have been duly countersigned and registered by the registrar and transfer agent of the Series G Preferred Shares, and that the signatures on all documents examined by me, or attorneys under my supervision, are genuine, assumptions which I have not independently verified.

This opinion letter has been prepared to be filed by the Company as an exhibit to a Current Report on Form8-K (the “Form8-K”). The Form8-K will be incorporated by reference in the Registration Statement. I assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.

May 19, 2020

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I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Form8-K and to the use of my name therein and in the Prospectus Supplement, dated May 12, 2020, under the caption “Validity of Securities”, which supplements the Prospectus, dated December 13, 2018. By giving such consent, I do not hereby admit that I am within the category of persons whose consents are required under Section 7 of the Act.

Very truly yours,

/s/ James J. Killerlane III

James J. Killerlane III

Deputy General Counsel and Chief Securities Counsel