Exhibit 5.1
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 | | +1 212 450 4000 davispolk.com | | Davis Polk & WardwellLLP 450 Lexington Avenue New York, NY 10017 | | |
July 26, 2021
Royalty plc
110 East 59th Street
New York, NY 10022
Ladies and Gentlemen:
Royalty Pharma plc, an English public limited company organized under the laws of England and Wales (the “Company”) and Royalty Pharma Holdings Ltd., a private limited company incorporated under the laws of England and Wales (the “Guarantor”), have filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-257883) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including $600,000,000 aggregate principal amount of the Company’s 2.150% Senior Notes due 2031 (the “2031 Notes”) and $700,000,000 aggregate principal amount of the Company’s 3.350% Senior Notes due 2051 (the “2051 Notes” and together with the 2031 Notes, the “Notes”). The Notes are to be issued pursuant to the provisions of the Indenture dated as of September 2, 2020 (the “Original Indenture”) among the Company, the Guarantor (the “Guarantor”) and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of July 26, 2021, among the Company, the Guarantor and the Trustee (the “Second Supplemental Indenture” and together with the Original Indenture, the “Indenture”). The Notes will be guaranteed by the Guarantor (the “Guarantees” and, together with the Notes, the “Securities”). The Securities are to be sold pursuant to the Underwriting Agreement dated July 15, 2021 (the “Underwriting Agreement”) among the Company, the Guarantor and the several underwriters named therein (the “Underwriters”).
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company and the Guarantor that we reviewed were and are accurate and (vi) all representations made by the Company and the Guarantor as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, when the Securities have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, the Securities will constitute valid and binding obligations of the Company and the Guarantor, as applicable, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and may be subject to possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights, provided that we express no opinion as to, (x) the enforceability of any waiver of rights under any usury or stay law, (y) (i) the effect of
