Exhibit 5.1
| | |
April 5, 2019 Lowe’s Companies, Inc. 1000 Lowe’s Boulevard Mooresville, North Carolina 28117 | | Moore & Van Allen PLLC Attorneys at Law Suite 4700 100 North Tryon Street Charlotte, NC 28202-4003 T 704 331 1000 F 704 331 1159 www.mvalaw.com |
Ladies and Gentlemen:
We have acted as counsel in the State of North Carolina to Lowe’s Companies, Inc., a North Carolina corporation (the “Company”), in connection with the Company’s offering of $1,500,000,000 aggregate principal amount of its 3.650% Notes due 2029 (the “2029 Notes”) and $1,500,000,000 aggregate principal amount of its 4.550% Notes due 2049 (the “2049 Notes”) (the “2049 Notes” and, together with the 2029 Notes, the “Securities”) pursuant to the registration statement on FormS-3 (No.333-226983) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), insofar as it relates to the Securities and the prospectus dated August 23, 2018 (the “Base Prospectus”), as supplemented by the prospectus supplement dated April 3, 2019 (the “Prospectus Supplement,” and the Base Prospectus as supplemented by the Prospectus Supplement, the “Prospectus”).
The Securities are governed by and were issued pursuant to the terms of an amended and restated indenture, dated December 1, 1995 (the “Base Indenture”), between the Company and U.S. Bank National Association, as successor trustee (the “Trustee”), as supplemented by a fifteenth supplemental indenture, dated April 5, 2019 between the Company and the Trustee (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”).
In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed or reproduction copies of such agreements, instruments, documents and records of the Company (including, without limitation, the underwriting agreement dated April 3, 2019 between the Company and the several underwriters named in Schedule A thereto, the Indenture, a facsimile copy of the Securities in global form as executed by the Company and authenticated by the Trustee, resolutions of the Board of Directors adopted on December 12, 2018, the action of pricing committee, dated April 3, 2019, and the Company’s Restated Charter and Bylaws, as amended and restated), such certificates of public officials and such other documents and (iii) received such information from officers and representatives of the Company and others, in each case, as we have deemed necessary or appropriate for the purposes of the opinions hereafter expressed. In all such investigations and examinations, we have assumed the legal capacity and competency of all natural persons executing documents and certificates submitted to us, the genuineness of all signatures, the authenticity of original and certified documents submitted to us, the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies and that any certificate or document upon which we have relied and which was given or dated earlier than the date of this letter continues to remain accurate, insofar as relevant to the opinions contained herein, from such earlier date through and including the date hereof. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assumed the accuracy and completeness of, statements contained in the
| | |
| | Charlotte, NC Charleston, SC |