Exhibit 5.1
November 22, 2024
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
$500,000,000 4.700% Notes due 2026
$750,000,000 5.000% Notes due 2029
$1,000,000,000 5.350% Notes due 2034
$650,000,000 5.750% Notes due 2054
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) $500,000,000 principal amount of the Company’s 4.700% Notes due 2026 (the “2026 Notes”), (ii) $750,000,000 principal amount of the Company’s 5.000% Notes due 2029 (the “2029 Notes”), (iii) $1,000,000,000 principal amount of the Company’s 5.350% Notes due 2034 (the “2034 Notes”) and (iv) $650,000,000 principal amount of the Company’s 5.750% Notes due 2054 (the “2054 Notes” and, collectively with the 2026 Notes, the 2029 Notes and the 2034 Notes, the “Notes”), subject to the terms and conditions set forth in the Underwriting Agreement, dated November 13, 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 “Base Indenture”), between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture (the “Second Supplemental Indenture” and together with the Base Indenture, the “Indenture”), dated as of November 22, 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 Base Indenture;
(c) the Second Supplemental Indenture;
(d) the form of the Notes;
(e) 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”);