EXHIBIT 5.1
[Walgreens Boots Alliance, Inc. Letterhead]
Walgreens Boots Alliance, Inc.
108 Wilmot Road
Deerfield, Illinois 60015
December 31, 2014
Ladies and Gentlemen:
A Registration Statement on Form S-8 (the “Registration Statement”) is being filed on or about the date of this letter with the Securities and Exchange Commission (the “Commission”) by Walgreens Boots Alliance, Inc., a Delaware corporation (the “Company”) to register shares of common stock, par value $.01 per share (the “Common Stock”), of the Company (the “Shares”) issuable under outstanding stock options, restricted stock unit awards, performance share awards, deferred stock unit awards, and other rights to acquire Common Stock (collectively, the “Legacy Walgreens Awards”) granted under the: (i) Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan; (ii) Walgreens Boots Alliance, Inc. Employee Stock Purchase Plan; (iii) Walgreen Co. Executive Stock Option Plan, as assumed by the Company; (iv) Walgreen Co. Long-Term Performance Incentive Plan, as assumed by the Company; (v) Share Walgreens Walgreen Co. Stock Purchase/Option Plan, as assumed by the Company; (vi) drugstore.com, inc. 2008 Equity Incentive Plan, as assumed by the Company; and (vii) drugstore.com, inc. 1998 Stock Plan, as assumed by the Company (collectively, the “Legacy Walgreens Plans”), all of which Legacy Walgreens Awards were assumed by the Company in connection with the merger of Ontario Merger Sub, Inc., an Illinois corporation and a wholly owned subsidiary of the Company, with and into Walgreen Co., an Illinois corporation on December 31, 2014. This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).
I have acted as counsel to the Company in connection with the Registration Statement. In rendering this opinion, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of the Legacy Walgreens Plans, the corporate records of the Company, such other documents, and matters of law which I have deemed relevant or necessary as the basis for the opinion as hereinafter set forth. In rendering this opinion, I have assumed the genuineness and authenticity of all documents submitted to me as originals, the conformity to originals of all documents submitted to me as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
Based upon and subject to the foregoing, and subject to the qualifications, assumptions, and limitations stated herein, it is my opinion that the Shares will be, upon issuance, duly authorized, and, when the Shares have been issued in accordance with the terms of the Legacy Walgreens Plans, the Shares will be validly issued, fully paid and non-assessable.
This opinion is limited to the federal laws of the United States, the laws of the State of Illinois, and the General Corporation Law of the State of Delaware (including the statutory provisions, applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing), and I express no opinion with respect to any other laws. This opinion is rendered as of the date above and I disclaim any obligation to advise you of facts, circumstances, events or developments which may alter, affect or modify the opinion expressed herein.
I consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. I do not, in giving such consent, admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
| Very truly yours, |
/s/ Thomas J. Sabatino, Jr. |
| Thomas J. Sabatino, Jr. |
| Executive Vice President, Global Chief Legal and Administrative Officer and Corporate Secretary |
