Exhibit 5.1
![LOGO](https://capedge.com/proxy/8-K/0001193125-22-248112/g406839g0920110743211.jpg)
| | |
September 21, 2022 | | +1 202 663 6000 (t) +1 202 663 6363 (f) wilmerhale.com |
Medtronic Global Holdings S.C.A .
40, Avenue Monterey
L- 2163, Luxembourg
Grand Duchy of Luxembourg
Medtronic Global Holdings S.C.A. Senior Notes
Ladies and Gentlemen:
We have acted as special U.S. counsel for Medtronic Global Holdings S.C.A, an entity organized under the laws of Luxembourg (the “Company”) in connection with the offer and sale by the Company of its €500,000,000 aggregate principal amount of its 2.625% Senior Notes due 2025 (the “2025 Notes”), €1,000,000,000 aggregate principal amount of its 3.000% Senior Notes due 2028 (the “2028 Notes”), €1,000,000,000 aggregate principal amount of its 3.125% Senior Notes due 2031 (the “2031 Notes”), and €1,000,000,000 aggregate principal amount of its 3.375% Senior Notes due 2034 (the “2034 Notes” and together with the 2025 Notes, the 2028 Notes and the 2031 Notes, the “Notes”), pursuant to an underwriting agreement dated as of September 15, 2022, among the Company, the Guarantors (as defined below) and Barclays Bank PLC, BofA Securities Europe SA, Citigroup Global Markets Limited and HSBC Continental Europe, as representatives of the several underwriters (the “Underwriting Agreement”). The Notes will be fully and unconditionally guaranteed on an unsecured unsubordinated basis (the “Guarantees”) by Medtronic, Inc., a Minnesota corporation (“Medtronic, Inc.”) and Medtronic Public Limited Company, a company organized under the laws of Ireland (“Medtronic plc,” and together with Medtronic, Inc., the “Guarantors”). The Notes will be issued pursuant to the Indenture dated as of March 28, 2017 (the “Base Indenture”), among the Company, the Guarantors and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture dated as of September 21, 2022 (the “Fifth Supplemental Indenture” and together with the Base Indenture, the “Indenture”) among the Company, the Guarantors, the Trustee and Elavon Financial Services DAC, as the paying agent (the “Paying Agent”).
The Company and the Guarantors have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-236739 ) under the Securities Act of 1933, as amended (the “Securities Act”), on February 28, 2020 (the “Registration Statement”), including the prospectus dated as of February 28, 2020 (the “Base Prospectus”), as supplemented by a preliminary prospectus supplement dated as of September 15, 2022 (the “Preliminary Prospectus Supplement”) relating to the Notes, and a prospectus supplement dated as of September 15, 2022 (the “Prospectus Supplement”) relating to the Notes.
![LOGO](https://capedge.com/proxy/8-K/0001193125-22-248112/g406839g15f27.jpg)