Exhibit 5.2
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| | 767 Fifth Avenue
New York, NY 10153-0119
+1 212 310 8000 tel
+1 212 310 8007 fax |
October 2, 2024
Campbell Soup Company
1 Campbell Place
Camden, New Jersey 08103
Ladies and Gentlemen:
We have acted as counsel to Campbell Soup Company, a New Jersey corporation (the “Company”) in connection with the offer and sale by the Company of $800,000,000 aggregate principal amount of 4.750% Notes due 2035 (the “2035 Notes”) and $350,000,000 aggregate principal amount of 5.250% Notes due 2054 (the “2054 Notes” and, together with the 2035 Notes, the “Notes”), issued pursuant to an Underwriting Agreement, dated September 30, 2024 (the “Agreement”), by and among the Company and Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and UBS Securities LLC as representatives of the several underwriters named therein. The Notes are being issued pursuant 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, we have examined originals or copies (certified or otherwise identified to our satisfaction) of: (i) the Registration Statement of the Company on Form S-3 (File No. 333-274048), including the documents incorporated by reference therein, filed by the Company on August 17, 2023 (the “Registration Statement”); (ii) the prospectus dated as of August 17, 2023 (the “Base Prospectus”), which forms a part of the Registration Statement; (iii) the prospectus supplement, dated September 30, 2024 (together with the Base Prospectus, the “Prospectus”); (iv) the Indenture; (v) the forms of the officers’ certificates of the Company setting forth the terms of the Notes to be issued; (vi) specimens of the Notes; (vii) the Underwriting Agreement; and (viii) 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, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company and upon the representations and warranties of the Company contained in the Agreement. We have also assumed (i) the valid existence of the Company, (ii) that the Company has the requisite corporate company power and authority to enter into and perform the Notes, the Indenture and the Agreement, (iii) the due authorization, execution and delivery of the Notes, the Indenture and the Agreement by the Company, and (iv) the due authorization, execution and delivery of the Indenture and the Notes by the Trustee and its predecessor trustees, as applicable.
