Exhibit 5.1
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+1 202 663 6000 (t)
+1 202 663 6363 (f)
wilmerhale.com
October 8, 2024
McCormick & Company, Incorporated
24 Schilling Road, Suite 1
Hunt Valley, MD 21031
Re: 4.700% Notes due 2034
Ladies and Gentlemen:
We have acted as counsel for McCormick & Company, Incorporated, a Maryland corporation (the “Company”), in connection with the offer and sale of $500,000,000 aggregate principal amount of the Company’s 4.700% Notes due 2034 (the “Notes”), pursuant to an Underwriting Agreement, dated as of October 3, 2024 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule A thereto. The Notes will be issued pursuant to an Indenture (the “Indenture”), dated as of July 8, 2011, between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”).
As such counsel, we have assisted in the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s prospectus supplement dated October 3, 2024 (the “Prospectus Supplement”) to the prospectus, dated April 3, 2023 (the “Base Prospectus”), each relating to the Registration Statement on Form S-3 (File No. 333-271070) filed by the Company with the Commission on April 3, 2023. Such Registration Statement, in the form in which it became effective, including any amendment thereto, and the documents incorporated by reference therein and the information deemed to be a part of the Registration Statement at the time of effectiveness pursuant to Rule 430B under the Securities Act, is referred to herein as the “Registration Statement.”
We have examined and relied upon (i) corporate or other proceedings of the Company regarding the authorization of the execution and delivery of the Indenture, the Underwriting Agreement and the issuance of the Notes, (ii) the Registration Statement, (iii) the Base Prospectus, (iv) the Prospectus Supplement, (v) the Underwriting Agreement and (vi) the Indenture. We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such other corporate records of the Company, such other agreements and instruments, certificates of public officials, officers of the Company and other persons, and such other documents, instruments and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the legal capacity of all signatories, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of such original documents, and the completeness and accuracy of the corporate records of the Company provided to us by the Company.
We have assumed for purposes of our opinions below that (i) the Trustee has the power, corporate or other, to enter into and perform its obligations under the Indenture, (ii) the Indenture will be a valid and binding obligation of the Trustee and (iii) the Trustee shall have been qualified under the Trust Indenture Act of 1939, as amended. We have also assumed the due authentication of the Notes by the Trustee, and that at the time of the issuance and sale of the Notes, the Board of Directors of the Company has not taken any action to rescind or otherwise reduce its prior authorization of the issuance of the Notes.
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