Exhibit 5.1
[Letterhead of Wachtell, Lipton, Rosen & Katz]
October 2, 2024
BROADCOM INC.
3421 Hillview Avenue
Palo Alto, California 94304
Ladies and Gentlemen:
We have acted as special counsel to Broadcom Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of $875 million in aggregate principal amount of its 4.150% senior notes due 2028 (the “2028 Notes”), $1,500 million in aggregate principal amount of its 4.350% senior notes due 2030 (the “2030 Notes”), $875 million in aggregate principal amount of its 4.550% senior notes due 2032 (the “2032 Notes”) and $1,750 million in aggregate principal amount of its 4.800% senior notes due 2034 (the “2034 Notes,” and together with the 2028 Notes, the 2030 Notes and the 2032 Notes, the “Notes”). The Notes were sold pursuant to an underwriting agreement, dated September 26, 2024, by and among the Company and J.P. Morgan Securities LLC, TD Securities (USA) LLC and Truist Securities, Inc., for themselves and as representatives of the several underwriters named therein (the “Underwriting Agreement”). The Notes are to be issued under the indenture, dated July 12, 2024, between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by that certain Supplemental Indenture No. 2, between the Company and the Trustee, dated October 2, 2024 (collectively, the “Indenture”).
We have examined and relied on originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records, certificates of the Company and public officials and other instruments as we have deemed necessary or appropriate for the purposes of this letter, including (a) the registration statement on Form S-3ASR (File No. 333-280715), filed with the Securities and Exchange Commission (the “Commission”) on July 8, 2024 (the “Registration Statement”); (b) the base prospectus, dated July 8, 2024, included in the Registration Statement, but excluding the documents incorporated by reference therein; (c) the preliminary prospectus supplement, dated September 26, 2024, as filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Act”), but excluding the documents incorporated by reference therein; (d) the final term sheet, dated September 26, 2024, as filed with the Commission pursuant to Rule 433 under the Act; (e) the final prospectus supplement (the “Prospectus Supplement”), dated September 26, 2024, as filed with the Commission pursuant to Rule 424(b)(2) under the Act, but excluding the documents incorporated by reference therein; (f) a copy of the Amended and Restated Certificate of Incorporation of the Company, as amended, and a copy of the Amended and Restated Bylaws of the Company, each as set forth in the certificate of the Secretary of the Company, dated October 2, 2024; (g) the Indenture; (h) a copy of the Global Notes for each series of the Notes, each dated October 2, 2024; (i) an executed copy of the Underwriting Agreement; (j) resolutions of the Board of Directors of the Company relating to the issuance of the Notes; and (k) such other