Exhibit 5.2
March 1, 2024
Kraft Heinz Foods Company
One PPG Place
Pittsburgh, Pennsylvania 15222
Re: | Kraft Heinz Foods Company |
Registration Statement on Form S-3 (File No. 333-275255)
Ladies and Gentlemen:
We have acted as counsel to Kraft Heinz Foods Company, a Pennsylvania limited liability company (the “Company”) and The Kraft Heinz Company, a Delaware corporation (the “Guarantor”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3, file no. 333-275255, as amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included therein, the prospectus supplement, dated February 27, 2024, filed with the Commission on February 29, 2024 pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”), and the offering by the Company pursuant thereto of €550,000,000 aggregate principal amount of the Company’s 3.500% Senior Notes due 2029 (the “Notes”).
The Notes have been issued pursuant to the Indenture dated as of July 1, 2015 (as supplemented, the “Base Indenture”), between the Company, the Guarantor and Deutsche Bank Trust Company Americas (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), as modified in respect of the Notes by the Eleventh Supplemental Indenture, to be dated March 1, 2024 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”) between the Company, the Guarantor and the Trustee, and are guaranteed pursuant to the terms of the Indenture and the notation endorsed on the Notes by the Guarantor (the “Guarantee”). The Notes have been offered pursuant to an Underwriting Agreement dated as of February 27, 2024 among the Company, the Guarantor and the Underwriters named therein.
In arriving at the opinions 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 the Base Indenture, the Supplemental Indenture, the Notes, the Guarantee and such other documents, corporate records, certificates of officers of the Company and the Guarantor and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. 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. To the extent that our opinions may be dependent upon such matters, we have assumed, without independent investigation, that the Company is validly existing under the laws of