Exhibit 5.1

April 1, 2021
Board of Directors
Raymond James Financial, Inc.
880 Carillon Parkway
St. Petersburg, Florida 33716
| RE: | $750,000,000 3.750% SENIOR NOTESDUE 2051 |
Ladies and Gentlemen:
I am the General Counsel – Capital Markets, Asset Management, and Corporate Development of Raymond James Financial, Inc., a Florida corporation (the “Company”). I and attorneys in the Company’s legal department have represented the Company in connection with the issuance and sale of $750,000,000 principal amount of the Company’s 3.750% Senior Notes due 2051 (the “Notes”) pursuant to the Underwriting Agreement, dated March 18, 2021 (the “Underwriting Agreement”), by and among the Company and the several underwriters named therein (the “Underwriters”). The Notes will be issued under the Indenture, dated as of August 10, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Eighth Supplemental Indenture, dated as of April 1, 2021, between the Company and the Trustee, regarding the Notes (as supplemented, the “Indenture”). Capitalized terms used in this opinion letter and not otherwise defined herein shall have the meanings attributed to them in the Underwriting Agreement.
This opinion is being delivered in accordance with the requirements of Paragraphs 23 and 29 of Schedule A to the Securities Act, and Item 601(b)(5)(i) of Regulation S-K under the Securities Act.
The opinions set forth below are limited to the laws of the State of Florida and to the matters expressly stated herein. No opinions are to be inferred or implied beyond the opinions expressly so stated.
In connection with rendering the opinions set forth in this opinion letter, I or other Company attorneys have familiarity with the corporate proceedings of the Company to date with respect to the Underwriting Agreement, and have also reviewed originals or copies of the following documents:
| (i) | the Underwriting Agreement; |
| (iv) | the articles of incorporation, by-laws, and resolutions of the Company, as in effect on the date hereof; |
880 Carillon Parkway // St. Petersburg, FL 33716 // T 800.248.8863 // raymondjames.com
Writer’s Direct Dial: 727.567.2648 // Fax: 727.567.4015 // E-mail: Michael.Serbanos@RaymondJames.com
Raymond James Financial, Inc.