Exhibit 5.1
November 28, 2018
DowDuPont Inc.
974 Centre Road
Wilmington, Delaware 19805
Ladies and Gentlemen:
I have acted as counsel for DowDuPont Inc., a Delaware corporation (the “Company”), in connection with the public offering of $1,500,000,000 aggregate principal amount of the Company’s 3.766% Notes due 2020, $2,500,000,000 aggregate principal amount of the Company’s 4.205% Notes due 2023, $1,850,000,000 aggregate principal amount of the Company’s 4.493% Notes due 2025, $2,250,000,000 aggregate principal amount of the Company’s 4.725% Notes due 2028, $1,650,000,000 aggregate principal amount of the Company’s 5.319% Notes due 2038, $2,150,000,000 aggregate principal amount of the Company’s 5.419% Notes due 2048, $500,000,000 aggregate principal amount of the Company’s Floating Rate Notes due 2020 and $300,000,000 aggregate principal amount of the Company’s Floating Rate Notes due 2023 (collectively, the “Notes”).
In furnishing this opinion, I or a member of my staff have examined and relied upon copies of the Registration Statement on FormS-3 (the “Registration Statement”) filed by the Company on September 5, 2018 with the Securities and Exchange Commission, including the information deemed to be a part of the Registration Statement pursuant to Rule 430B of the General Rules and Regulations under the Securities Act of 1933, as amended, the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company, as amended to date, the Indenture, dated as of November 28, 2018, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of November 28, 2018, between the Company and the Trustee, corporate records of the Company (including certain resolutions of the Board of Directors of the Company