Exhibit 5.1
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| | HUNTON ANDREWS KURTH LLP 200 PARK AVENUE NEW YORK, NEW YORK 10166 TEL 212 • 309 • 1000 FAX 212 • 309 • 1100 FILE NO: 041147.0000031 |
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May 1, 2020 | | |
Board of Directors
Philip Morris International Inc.
120 Park Avenue
New York, New York 10017
Re: | Legality of Securities Issued under Registration Statement on FormS-3 |
Ladies and Gentlemen:
We have acted as special counsel to Philip Morris International Inc., a Virginia corporation (the “Company”), in connection with (1) the registration by the Company of an indeterminate amount of its debt securities (the “Debt Securities”) and warrants to purchase Debt Securities, as set forth in the Registration Statement on FormS-3 (RegistrationNo. 333-236366) (the “Registration Statement”) filed by the Company on February 11, 2020 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), and (2) the Company’s offering and sale of $750,000,000 aggregate principal amount of its 1.125% Notes due 2023 (the “2023 Notes”), $750,000,000 aggregate principal amount of its 1.500% Notes due 2025 (the “2025 Notes”) and $750,000,000 aggregate principal amount of its 2.100% Notes due 2030 (the “2030 Notes” and, together with the 2023 Notes and the 2025 Notes, the “Notes”).
The Notes were offered and sold as described in the prospectus, dated February 11, 2020, contained in the Registration Statement, and the prospectus supplement thereto, dated April 29, 2020 (collectively, the “Prospectus”). The Notes have been issued pursuant to an indenture (the “Indenture”), dated as of April 25, 2008, among the Company and HSBC Bank USA, National Association, as trustee.
This opinion is being furnished in accordance with the requirements of Item 16 of FormS-3 and Item 601(b)(5)(i) of RegulationS-K.
We have examined originals or reproductions or certified copies of such records of the Company, certificates of officers of the Company and of public officials and such other documents as we have deemed necessary for the purpose of rendering this opinion, including, among other things:
| (i) | the Amended and Restated Articles of Incorporation of the Company, as amended through the date hereof; |
ATLANTA AUSTIN BANGKOK BEIJING BOSTON BRUSSELS CHARLOTTE DALLAS DUBAI HOUSTON LONDON
LOS ANGELES MIAMI NEW YORK NORFOLK RICHMOND SAN FRANCISCO THE WOODLANDS TYSONS WASHINGTON, DC
www.HuntonAK.com