Exhibit 5.2
May 14, 2024
Hasbro, Inc.
$500,000,000 6.050% Notes due 2034
Ladies and Gentlemen:
We have acted as counsel for Hasbro, Inc., a Rhode Island corporation (the “Company”), in connection with the purchase by the several Underwriters (the “Underwriters”) listed in Schedule I to the Underwriting Agreement dated May 8, 2024 (the “Underwriting Agreement”), among BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Scotia Capital (USA) Inc., as Representatives of the Underwriters, and the Company, from the Company of $500,000,000 aggregate principal amount of 6.050% notes due 2034 (the “Notes”), to be issued pursuant to the indenture (the “Base Indenture”) dated as of March 15, 2000, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor trustee to The Bank of Nova Scotia Trust Company of New York), as the original trustee (the “Original Trustee”), as supplemented by a seventh supplemental indenture (the “Seventh Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) dated as of May 14, 2024, among the Company, the Original Trustee and U.S. Bank Trust Company, National Association, as series trustee (the “Series Trustee” and, together with the Original Trustee, the “Trustees”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Underwriting Agreement.
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including: (a) the Indenture and the form of Note; (b) the Registration Statement on Form S-3 (Registration No. 333-279146) filed with the Securities and Exchange Commission (the “Commission”) on May 6, 2024 (the “Registration Statement”), for registration under the Securities Act of 1933, as amended (the “Securities Act”), of an unlimited amount of debt securities of the Company, to be issued from time to time by the Company; (c) the related Prospectus dated May 6, 2024 (together with the documents incorporated therein by reference, the “Basic Prospectus”); and (d) the Prospectus Supplement dated May 8, 2024, filed with the Commission pursuant to Rule 424(b) of the General Rules and Regulations under the Securities Act (together with the Basic Prospectus and the documents incorporated by reference therein, the “Prospectus”). As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Company and documents furnished to us by the Company without independent verification of their accuracy. In rendering our opinions set forth herein, we have assumed, with your consent and without independent investigation or verification, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as duplicates or copies. We have also assumed, with your consent, that the Indenture has been duly authorized, executed and delivered by the Trustees and that the Notes conform to the form of Note examined by us.
