Exhibit 5.1
Faegre Baker Daniels LLP
2200 Wells Fargo Center 90 South Seventh Street
Minneapolis Minnesota 55402-3901
Phone +1 612 766 7000
Fax +1 612 766 1600
December 3, 2018
Archer-Daniels-Midland Company
77 West Wacker Drive
Chicago, Illinois 60601
Ladies and Gentlemen:
We have acted as counsel for Archer-Daniels-Midland Company, a Delaware corporation (the “Company”), in connection with the preparation of (i) a Registration Statement onForm S-3, FileNo. 333-219723 (the “Registration Statement”), of the Company filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed offer and sale from time to time of the securities referred to therein; and (ii) the Prospectus Supplement dated November 28, 2018 to the Prospectus dated August 4, 2017, relating to the offer and sale by the Company under the Registration Statement of $400,000,000 aggregate principal amount of the 3.375% Notes due 2022 (the “2022 Notes”) and $600,000,000 aggregate principal amount of the 4.500% Notes due 2049 (the “2049 Notes” and, together with the 2022 Notes, the “Notes”). The Notes are to be issued under the Indenture dated as of October 16, 2012 (the “Indenture”) entered into by the Company and The Bank of New York Mellon, as trustee (the “Trustee”), and sold pursuant to the Underwriting Agreement dated November 28, 2018 between the Company and the Underwriters named therein (the “Underwriting Agreement”).
We have examined such documents, records and instruments as we have deemed necessary or appropriate for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the Notes have been duly authorized and, when duly executed by the Company, authenticated by the Trustee in accordance with the provisions of the Indenture, and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms subject to (i) applicable bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, moratorium, fraudulent conveyance, fraudulent transfer, voidable transaction, receivership, or other laws of general application affecting the enforcement of creditors’ rights, (ii) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, whether considered in a proceeding at law or in equity and (iii)