Exhibit 5.1
May 15, 2020
E.I. du Pont de Nemours and Company
$500,000,000 1.700% Senior Notes due 2025
$500,000,000 2.300% Senior Notes due 2030
Ladies and Gentlemen:
We have acted as counsel for E.I. du Pont de Nemours and Company, a Delaware corporation (the “Company”), in connection with the public offering and sale by the Company of $500,000,000 aggregate principal amount of its 1.700% Senior Notes due 2025 (the “2025 Notes”) and $500,000,000 aggregate principal amount of its 2.300% Senior Notes due 2030 (collectively with the 2025 Notes, the “Notes”) to be issued pursuant to the Indenture, dated as of May 15, 2020 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of May 15, 2020 (collectively with the Base Indenture, the “Indenture”), between the Company and the Trustee.
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including: (a) the Registration Statement on FormS-3 (RegistrationNo. 333-231871), filed with the Securities and Exchange Commission (the “Commission”) on May 31, 2019, with respect to registration under the Securities Act of 1933 (the “Securities Act”) of an unlimited aggregate amount of various securities of the Company, to be issued from time to time by the Company, as amended by Post-Effective Amendment No. 1 thereto, filed with the Commission on February 14, 2020 (such Registration Statement, as amended by such amendment, being hereinafter referred to as the “Registration Statement”); (b) the related Prospectus, dated February 14, 2020, and the documents incorporated therein by reference; (c) the Prospectus Supplement, dated May 13, 2020 (the “Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b) and Rule 430B of the General Rules and Regulations under the Securities Act; and (d) the Indenture and the forms of Notes included therein. As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Company and documents furnished to us by the Company without independent verification of their accuracy. In expressing the opinion set forth herein, we have assumed, with your consent and without independent investigation or verification, 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 authentic original documents of all documents submitted to us as duplicates or copies. We also have assumed, with your consent, that the Indenture has been duly authorized, executed and delivered by, and represents a legal, valid and binding obligation of, the Trustee, and that the Notes conform to the forms of Notes examined by us.
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