EXHIBIT 5.1
| | |
 | | Davis Polk & WardwellLLP 450 Lexington Avenue New York, NY 10017 davispolk.com |
November 8, 2024
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036
Ladies and Gentlemen:
Marsh & McLennan Companies, Inc., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-280979) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including the Company’s $950,000,000 aggregate principal amount of its 4.550% Senior Notes due 2027, $1,000,000,000 aggregate principal amount of its 4.650% Senior Notes due 2030, $1,000,000,000 aggregate principal amount of its 4.850% Senior Notes due 2031, $2,000,000,000 aggregate principal amount of its 5.000% Senior Notes due 2035, $500,000,000 aggregate principal amount of its 5.350% Senior Notes due 2044, $1,500,000,000 aggregate principal amount of its 5.400% Senior Notes due 2055 and $300,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2027 (collectively, the “Securities”). The Securities are to be issued pursuant to the provisions of the Indenture dated as of July 15, 2011 between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the Nineteenth Supplemental Indenture dated as of November 8, 2024 between the Company and the Trustee (as so supplemented, the “Indenture”). The Securities are to be sold pursuant to the Underwriting Agreement dated October 30, 2024 (the “Underwriting Agreement”) among the Company and the several underwriters named therein (the “Underwriters”).
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based on the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, when the Securities have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Securities to the extent determined to constitute unearned interest.
