Exhibit 5.1
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Richard G Schmalzl Direct:513.629.2828 rschmalzl@graydon.law | | 
July 30, 2020 |
Fifth Third Bancorp
Fifth Third Center
38 Fountain Square Plaza
Cincinnati, OH 45263
Dear Ladies and Gentleman:
We have acted as counsel to Fifth Third Bancorp, an Ohio corporation (“Fifth Third”) in connection with the filing of the Prospectus Supplement dated as of July 27, 2020 to the Prospectus dated as of March 28, 2019, filed by Fifth Third with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offer and sale by Fifth Third of 350,000 depositary shares (the “Depositary Shares”), each representing 1/25th ownership interest of a share of 4.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L with a liquidation value per share of $25,000 (“Series L Preferred Stock”). The aggregate number of shares of Series L Preferred Stock being issued by Fifth Third in connection with the offer and sale of the Depositary Shares is 14,000 shares (the “Series L Preferred Shares”). The Prospectus Supplement is part of Fifth Third’s Registration Statement on Form S-3 (Registration No. 333-230568), which was filed with the Commission on March 28, 2019.
We have reviewed the Prospectus Supplement and examined such corporate records, certificates, documents and matters of law as we have deemed necessary or appropriate as a basis for the opinion set forth below. We have further assumed (1) that all documents submitted to us as originals are authentic, (2) with respect to all documents supplied to us as drafts, the final, executed versions of such documents are identical in all material respects to the versions most recently supplied to us, (3) other than with respect to Fifth Third, each such final version (when executed) is valid and enforceable in accordance with its terms, (4) as to statements of officers of Fifth Third and certificates of public officials, that all such statements and certificates have been properly given and accurate, (5) the facts and information contained in the Prospectus Supplement are accurate and complete, and (6) the Depositary Shares will be sold at the offering price stated on the cover of the Prospectus Supplement.
In rendering such opinion, we have assumed that the certificates for the Depositary Shares and the Series L Preferred Shares conform to the specimens thereof examined by us, and that the Depositary Shares have been duly countersigned by a transfer agent and duly registered by a registrar of the Depositary Shares.
Based upon such examination and the assumptions set forth herein, we are of the opinion that the Depositary Shares and the Series L Preferred Shares are each validly issued, fully paid and nonassessable and the holders of the Depositary Shares are entitled to the rights specified in the Deposit Agreement dated July 30, 2020.
