Exhibit 5.1
February 20, 2024
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
$650,000,000 5.125% Notes due 2029
$500,000,000 5.450% Notes due 2034
Ladies and Gentlemen:
I am Executive Vice President, General Counsel and Secretary of Cardinal Health, Inc., an Ohio corporation (the “Company”), and I and other attorneys in the Company’s Legal Department have acted as counsel to the Company in connection with the issuance and sale of (i) $650,000,000 principal amount of the Company’s 5.125% Notes due 2029 (the “2029 Notes”) and (ii) $500,000,000 principal amount of the Company’s 5.450% Notes due 2034 (the “2034 Notes” and, together with the 2029 Notes, the “Notes”), subject to the terms and conditions set forth in the Underwriting Agreement, dated February 14, 2024 (the “Underwriting Agreement”), among the Company and the several underwriters named on Schedule II thereto. The Notes are to be issued under an Indenture dated as of June 2, 2008 (the “Indenture”), between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture (together with the Base Indenture, the “Indenture”), dated as of February 20, 2024, between the Company and the Trustee.
In that connection, I, or other attorneys in the Company’s Legal Department, have reviewed originals or copies of the following documents:
(a) the Underwriting Agreement;
(b) the Indenture;
(c) the form of the Notes;
(d) the registration statement on Form S-3 (Registration No. 333-268237) filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) on November 8, 2022 (such registration statement, including the information deemed to be part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act and the documents incorporated by reference therein, being hereinafter collectively referred to as the “Registration Statement”);
(e) the prospectus dated November 8, 2022, forming a part of the Registration Statement with respect to the offering from time to time of the Company’s securities (the “Base Prospectus”), as supplemented by the final prospectus supplement dated February 14, 2024 relating to the Notes (the “Final Prospectus Supplement”) (the Base Prospectus, as supplemented by the Final Prospectus Supplement, in the forms filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act, including the documents incorporated by reference therein, being hereinafter collectively referred to as the “Final Prospectus”);