Exhibit 5.1
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February 4, 2019 U.S. Bancorp 800 Nicollet Mall Minneapolis, Minnesota 55402 | | Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606 Main Tel (312)782-0600 Main Fax (312)701-7711 www.mayerbrown.com |
Re:Registration Statement on FormS-3
Ladies and Gentlemen:
We have represented U.S. Bancorp, a Delaware corporation (the “Company”), in connection with the offering and sale of $1,300,000,000 aggregate principal amount of the Company’s 3.375% Medium-Term Notes, Series X (Senior) due February 5, 2024 (the “Securities”), under the Registration Statement (as defined below), pursuant to the Distribution Agreement, dated April 21, 2017 (the “Distribution Agreement”), among the Company and the agents listed onSchedule A thereto and the Syndicated Terms Agreement, dated January 28, 2019 (the “Terms Agreement” and, together with the Distribution Agreement, the “Agreement”), between the Company and U.S. Bancorp Investments, Inc., Goldman, Sachs & Co. LLC, Morgan Stanley & Co. LLC, Academy Securities, Inc. and Mischler Financial Group, Inc., as purchasing agents. The public offering and sale of the Securities was registered under the Registration Statement on FormS-3 (No.333-217413) (the “Registration Statement”), including the prospectus constituting a part thereof, dated April 21, 2017, the prospectus supplement, dated April 21, 2017, and the pricing supplement, dated January 28, 2019 (collectively, the “Prospectus”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”). The Securities are being issued pursuant to the senior indenture, dated as of October 1, 1991, as amended by a first supplemental indenture, dated as of April 21, 2017 (as so amended, the “Indenture”), between the Company and Citibank, N.A., as senior trustee.
This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of RegulationS-K under the Act.
In rendering the opinion expressed herein, we have examined (i) the Registration Statement, (ii) the Prospectus, (iii) an executed copy of the Agreement, (iv) an executed copy of the Indenture, (v) an executed copy of the master global note representing the Securities and (vi) the corporate records of the Company, including its certificate of incorporation, bylaws and other corporate records and documents and have made such other examinations as we consider necessary to render this opinion.
In expressing the opinion set forth below, we have assumed the genuineness of all signatures, the conformity to the original documents of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document.
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