Exhibit 5.1
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Richard G. Schmalzl Direct:(513)629-2828 rschmalzl@graydon.law | | 
312 Walnut Street Suite 1800 Cincinnati, OH 45202 Main 513 621 6464 Fax 513 651 3836 May 5, 2020 |
Fifth Third Bancorp
Fifth Third Center
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Ladies and Gentlemen:
We have acted as counsel to Fifth Third Bancorp, an Ohio corporation (the “Corporation”), in connection with the Registration Statement on FormS-3 (the “Registration Statement”) filed by the Corporation with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), and prospectus filed in connection with the registration of the Corporation’s 1.625% Senior Notes due 2023 in the aggregate principal amount of $500,000,000 and the Corporation’s 2.550% Senior Notes due 2027 in the aggregate principal amount of $750,000,000 (the “Senior Debt Securities”) being issued by the Corporation pursuant to the Indenture dated as of April 30, 2008 between the Corporation and Wilmington Trust Company, as trustee, as such Indenture has been supplemented by a Tenth Supplemental Indenture dated May 5, 2020 (together, the “Senior Debt Indenture”).
As counsel for the Corporation, we have examined such corporate records, certificates, documents and matters of law as we have deemed necessary or appropriate for the purposes of this opinion. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and, as to statements of the officers of the Corporation and certificates of public officials, we have assumed the same to have been properly given and accurate.
Based upon such examination and the assumptions set forth herein, we are of the opinion that the Senior Debt Securities are valid and legally binding obligations of the Corporation, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
The foregoing opinion is limited to the federal laws of the United States, the laws of the State of Ohio and the laws of the State governing the Senior Debt Securities, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
