Exhibit 5.1
Simpson Thacher & BartlettLLP
2475HANOVERSTREET
PALOALTO,CA 94304
TELEPHONE: +1-650-251-5000
FACSIMILE: +1-650-251-5002
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Direct Dial Number | | E-mail Address |
October 9, 2024
Keysight Technologies, Inc.
1400 Fountaingrove Parkway
Santa Rosa, California 95403
Ladies and Gentlemen:
We have acted as counsel to Keysight Technologies, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”), including the prospectus constituting a part thereof dated October 1, 2024 and the prospectus supplement dated October 2, 2024 to such prospectus (together, the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of $600,000,000 aggregate principal amount of 4.950% Notes due 2034 (the “Notes”).
We have examined the Registration Statement, the Underwriting Agreement, dated October 2, 2024 (the “Underwriting Agreement”), between the Company and the underwriters named therein pursuant to which such underwriters have agreed to purchase the Notes, the Indenture, dated as of October 9, 2024 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture thereto, dated as of October 9, 2024 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), the Officer’s Certificate, dated October 9, 2024, delivered pursuant to the Indenture establishing the terms of the Notes, and
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