Exhibit 5.1
November 19, 2021
The Kraft Heinz Company
One PPG Place
Pittsburgh, Pennsylvania 15222
| | |
| Re: | | The Kraft Heinz Company |
| | Common Stock Offering |
| | Registration Statement on Form S-3 (File No. 333-250081-01) |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3, File No. 333-250081-01 (the “Registration Statement”), of The Kraft Heinz Company, a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus and prospectus supplement with respect thereto, dated November 13, 2020 and November 17, 2021, respectively, in connection with the offering by the selling stockholder identified in the prospectus supplement of 30,596,465 shares of the Company’s common stock, par value $0.01 per share (the “Shares”).
In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of such documents, records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render this opinion. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.
We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
