Exhibit 5.1
| | |
| | ![LOGO](https://capedge.com/proxy/8-K/0001193125-24-073519/g812515g0321023845092.jpg) |
Charles A. Brawley, III | | Campbell Soup Company |
Executive Vice President, General Counsel and | | 1 Campbell Place |
Corporate Secretary | | Camden, NJ 08103 |
| | 856.342.3649 |
| | Fax: 856.342.3889 |
March 21, 2024
Campbell Soup Company
1 Campbell Place
Camden, New Jersey 08103-1799
Ladies and Gentlemen:
In my capacity as Executive Vice President, General Counsel and Corporate Secretary of Campbell Soup Company, a New Jersey corporation (the “Company”), I am furnishing this opinion in connection with the offer and sale by the Company of $400,000,000 aggregate principal amount of 5.300% Notes due 2026 (the “2026 Notes”), $500,000,000 aggregate principal amount of 5.200% Notes due 2027 (the “2027 Notes”), $600,000,000 aggregate principal amount of 5.200% Notes due 2029 (the “2029 Notes”) and $1,000,000,000 aggregate principal amount of 5.400% Notes due 2034 (the “2034 Notes” and, together with the 2026 Notes, the 2027 Notes and the 2029 Notes, the “Notes”) issued pursuant to (i) that certain Underwriting Agreement dated March 19, 2024 (the “Agreement”) by and among the Company and Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as representatives of the several underwriters named therein and (ii) that certain Indenture dated as of March 19, 2015 (the “Indenture”) by and between the Company and Computershare Trust Company, N.A. (as successor in interest to Wells Fargo Bank, National Association), as retiring trustee, as amended and supplemented by the First Supplemental Indenture, dated as of August 17, 2023 among the Company, Computershare Trust Company, N.A. (as successor in interest to Wells Fargo Bank, National Association), as retiring trustee, and U.S. Bank Trust Company, National Association, as successor trustee for any series of debt securities issued in the future (the “Trustee”).
In so acting, I or other members of the legal department of the Company have examined originals or copies, certified or otherwise identified to my satisfaction, of the Agreement and the Indenture and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as I or they have deemed relevant and necessary as a basis for the opinion hereinafter set forth. I or they have also made such inquiries of such officers and representatives as I have deemed relevant and necessary as a basis for the opinions hereinafter set forth.
In rendering this opinion, I have assumed, without inquiry, the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to the original documents of documents submitted to me as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies.