Exhibit 5
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Davis Polk & Wardwell LLP 450 Lexington Avenue
New York, NY 10017 | 212 450 4000 tel www.davispolk.com | |
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October 6, 2020
The Charles Schwab Corporation
211 Main Street
San Francisco, California 94105
Ladies and Gentlemen:
We have acted as counsel to The Charles Schwab Corporation (the “Company”), a Delaware corporation, in connection with the merger (the “Merger”) of Americano Acquisition Corp. (“Merger Sub”), a Delaware corporation and a direct subsidiary of the Company, with and into TD Ameritrade Holding Corporation (“TD Ameritrade”) pursuant to the terms of the Agreement and Plan of Merger dated as of November 24, 2019 and as amended by that certain Amendment No. 1 dated as of May 14, 2020 (as amended, the “Merger Agreement”) by and among the Company, Merger Sub and TD Ameritrade, and the preparation and filing of a Post-Effective Amendment No. 1 on Form S-8 (the “Registration Statement”) to the Form S-4 (File No. 333-237064), as amended, filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration by the Company of 5,000,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company to be issued upon the settlement of equity incentive awards outstanding under the TD Ameritrade Holding Corporation Long-Term Incentive Plan (the “Plan”) which was assumed by the Company upon the Merger.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates and other instruments, and have conducted such other investigations of fact and law, 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 that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and the Shares, when issued and delivered in accordance with the terms and conditions of the applicable Plan and the Merger Agreement, will be validly issued, fully paid and non-assessable.
This letter is furnished to you solely for use in connection with the Registration Statement and may not be used for any other purpose without our express permission. We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States of America and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
