Exhibit 5.2
[SHEARMAN & STERLING LLP LETTERHEAD]
November 9, 2017
The Board of Directors
Electronic Arts Inc.
209 Redwood Shores Parkway
Redwood City, CA 94065
Electronic Arts Inc.
Ladies and Gentlemen:
We have acted as counsel to Electronic Arts Inc., a Delaware corporation (the “Company”), in connection with the preparation by the Company of an automatic shelf registration statement on Form S-3 (the “Registration Statement”) being filed with the Securities and Exchange Commission (the “Commission”) relating to the offering from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act of 1933, as amended (the “Securities Act”), by the Company of (i) common stock of the Company (the “Common Stock”), (ii) preferred stock of the Company (the “Preferred Stock”), (iii), depositary shares of the Company (the “Depositary Shares”), (iv) securities purchase contracts of the Company (the “Purchase Contracts”), (v) one or more series of debt securities of the Company (the “Debt Securities”), (vi) warrants of the Company to purchase Debt Securities, Common Stock, Preferred Stock, Depositary Shares or Units (as defined below) (the “Warrants”) and (vii) units (the “Units” and, together with the Common Stock, Preferred Stock, Depositary Shares, Purchase Contracts, Debt Securities, and Warrants, the “Securities”) consisting of Common Stock, Preferred Stock, Depositary Shares, Purchase Contracts, Debt Securities or Warrants or any combination of the foregoing. The offering of the Securities will be as set forth in the prospectus contained in the Registration Statement (the “Prospectus”), as supplemented by one or more supplements to the Prospectus (each supplement, a “Prospectus Supplement”).
The Debt Securities will be issued in one or more series pursuant to the indenture, dated as of February 24, 2016, included as exhibit 4.2 to the Registration Statement (the “Base Indenture”; the Base Indenture, as amended and supplemented from time to time, the “Indenture”) between the Company and U.S. Bank National Association, as Trustee (the “Trustee”). The Purchase Contracts will be issued under one or more purchase contract agreements (each, a “Purchase Contract Agreement”), each to be entered into between the Company and a financial institution identified therein as the purchase contract agent (the “Purchase Contract Agent”). The Warrants will be issued under one or more warrant agreements (each, a “Warrant Agreement”), each to be entered into between the Company and a financial institution identified therein as the warrant agent (each, a “Warrant Agent”). The Units will be issued under one or more unit agreements (each, a “Unit Agreement”), each to be entered into between the Company and a financial institution identified therein as the unit agent (each, a “Unit Agent”). Any amendment or supplement to the Indenture, any Warrant Agreement, any Purchase Contract Agreement, and any Unit Agreement will be in a form to be filed as an exhibit to a post-effective amendment to the Registration Statement or a current report on Form 8-K incorporated in such Registration Statement by reference.
The Indenture, any Purchase Contract Agreement, any Warrant Agreement, any Unit Agreement, any Debt Securities, any Purchase Contracts, any Warrants and any Units are hereinafter referred to as the “Opinion Documents.”
In that connection, we have reviewed originals or copies of the following documents:
(a)The Indenture.
(b)The Registration Statement.
(c)The Prospectus.
(d)The Certificate of Incorporation and Bylaws of the Company, as amended and restated through the date hereof.
(e)Originals or copies of such other records of the Company, certificates of public officials and officers of the Company and agreements and other documents as we have deemed necessary as a basis for the opinions expressed below.
We have assumed:
(a)The genuineness of all signatures.
(b)The authenticity of the originals of the documents submitted to us.
(c)The conformity to authentic originals of any documents submitted to us as copies.
(d)As to matters of fact, the truthfulness of the representations made in the Opinion Documents and in certificates of public officials and officers of the Company.
(e)That each of the Opinion Documents will be the legal, valid and binding obligation of each party thereto, other than the Company in respect of the Indenture, the Warrants, the Units, and the Debt Securities, enforceable against each such party in accordance with its terms.
(f)That:
(i)The issuance and delivery by the Company of the Securities and the execution, delivery and performance by the Company of the Opinion Documents (other than the Base Indenture) will be duly authorized by all necessary action (corporate or otherwise) and will not:
(A)contravene its Certificate of Incorporation and Bylaws, as amended and restated;
(B)except with respect to Generally Applicable Law, violate any law, rule or regulation applicable to it; or
(C)result in any conflict with or breach of any agreement or document binding on the Company or any of its subsidiaries.
(ii)Except with respect to Generally Applicable Law, no authorization, approval, consent or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is or will be required for the due execution, delivery or performance by the Company of any Opinion Document to which it is or will be a party or, if any such authorization, approval, consent, action, notice or filing is or will be required, it has been or will have been duly obtained, taken, given or made and is or will be in full force and effect.
(g)Any Securities issuable upon conversion, exchange or exercise of any Security being offered will, at the time of such offering or sale, have been duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise.
(h)With respect to the issuance and sale of any Debt Securities, the Debt Securities, when issued, will be executed, authenticated, issued and delivered (a) against receipt of the consideration therefor approved by the Company and (b) as provided in the Indenture and any applicable underwriting or other agreement.
(i)With respect to the issuance and sale of any Purchase Contracts, (i) the related Purchase Contract Agreement will have been duly executed and delivered by the Company and the Purchase Contract Agent, and (ii) the Purchase Contracts, when issued, will be executed, countersigned by the Purchase Contract Agent, issued and delivered (a) against receipt of the consideration therefor approved by the Company and (b) as provided in such Purchase Contract Agreement and any applicable underwriting or other agreement.
(j)With respect to the issuance and sale of any Warrants, (i) the related Warrant Agreement will have been duly executed and delivered by the Company and the Warrant Agent, and (ii) the Warrants, when issued, will be executed, countersigned by the Warrant Agent, issued and delivered (a) against receipt of the consideration therefor approved by the Company and (b) as provided in such Warrant Agreement and any applicable underwriting or other agreement.
(k)With respect to the issuance and sale of any Units, (i) the related Unit Agreement will have been duly executed and delivered by the Company and the Unit Agent, and (ii) the Units, when issued, will be executed, countersigned by the Unit Agent, issued and delivered (a) against receipt of the consideration therefor approved by the Company and (b) as provided in such Unit Agreement and any applicable underwriting or other agreement.
We have not independently established the validity of the foregoing assumptions.
“Generally Applicable Law” means the federal law of the United States of America, and the law of the State of New York (including in each case the rules or regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company, the Opinion Documents or the transactions governed by the Opinion Documents, and for purposes of assumption paragraph (f) above, the General Corporation Law of the State of Delaware. Without limiting the generality of the foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not include any law, rule or regulation that is applicable to the Company, the Opinion Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Opinion Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.
Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that:
1.The Indenture constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
2.When issued, the Debt Securities will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and will be entitled to the benefits of the Indenture.
3.When issued, the Purchase Contracts will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and will be entitled to the benefits of the applicable Purchase Contract Agreement.
4.When issued, the Warrants will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and will be entitled to the benefits of the applicable Warrant Agreement.
5.When issued, the Units will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and will be entitled to the benefits of the applicable Unit Agreement.
Our opinions expressed above are subject to the following qualifications:
(a)Our opinions are subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers).
(b)Our opinions are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).
(c)Our opinions are limited to Generally Applicable Law and we do not express any opinion herein concerning any other law.
(d)With respect to Securities denominated in a currency other than United States dollars, we express no opinion as to whether a court would award a judgment in a currency other than United States dollars.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Validity of Securities” in the Prospectus. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Shearman & Sterling LLP
RA/BB/MC
LLJ