Exhibit 5.1
[Letterhead of Sullivan & Cromwell LLP]
February 16, 2023
Jacobs Solutions Inc.,
Jacobs Engineering Group Inc.,
1999 Bryan Street,
Suite 1200,
Dallas, Texas 75201.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the “Act”) of $500,000,000 aggregate principal amount of 5.900% Sustainability-Linked Senior Notes due 2033 (the “Securities”) of Jacobs Engineering Group Inc., a Delaware corporation (the “Company”) and wholly-owned subsidiary of Jacobs Solutions Inc., a Delaware corporation (the “Parent Guarantor”), and guarantee thereof by the Parent Guarantor (the “Guarantee”), issued pursuant to the Indenture, dated as of February 16, 2023, as amended and supplemented by the First Supplemental Indenture, dated as of February 16, 2023 (collectively, the “Indenture”), each among the Company, the Parent Guarantor and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”), we, as counsel to the Company and the Parent Guarantor, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, it is our opinion that the Securities constitute valid and legally binding obligations of the Company and the Guarantee constitutes a valid and legally binding obligation of the Guarantor, subject, in each case, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities or the Guarantee.