Exhibit 5.1
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| | | | Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166-0193 Tel 212.351.4000 www.gibsondunn.com Client: 42498-00051 |
April 9, 2020
Hewlett Packard Enterprise Company
6280 America Center Drive
San Jose, California 95002
Re: Hewlett Packard Enterprise Company / $1,250,000,000 principal amount of 4.450% Notes due 2023 and $1,000,000,000 principal amount of 4.650% Notes due 2024
Ladies and Gentlemen:
We have examined the Registration Statement on FormS-3, file no.333-222102 (the “Registration Statement”) of Hewlett Packard Enterprise Company (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933 (as amended, the “Securities Act”), the prospectus included therein, the prospectus supplement, dated April 6, 2020, filed with the Commission on April 7, 2020 pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”), in connection with the offering and sale by the Company of $1,250,000,000 aggregate principal amount of the Company’s 4.450% Notes due 2023 and $1,000,000,000 aggregate principal amount of the Company’s 4.650% Notes due 2024 (collectively, the “Notes”).
The Notes have been issued pursuant to the Indenture dated as of October 9, 2015 (as so amended prior to the date hereof, the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Fifteenth Supplemental Indenture thereto and the Sixteenth Supplemental Indenture thereto, each dated April 9, 2020 (collectively, the “Supplemental Indentures” and together with the Base Indenture, the “Indenture”) between the Company and the Trustee.
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 Indentures and the Notes and such other documents, corporate 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 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. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.
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