| | |
 | | Exhibit 5.1 |
| | Mayer Brown LLP 71 South Wacker Drive
Chicago, IL 60606
United States of America T: +1 312 782 0600 F: +1 312 701 7711 mayerbrown.com |
| November 5, 2019 |
Northern Trust Corporation 50 South LaSalle Street Chicago, Illinois 60603 |
| | Re: | Northern Trust Corporation – Offering of Depositary Shares each representing a1/1,000th Interest in a Share of Series ENon-Cumulative Perpetual Preferred Stock |
Ladies and Gentlemen:
We have acted as special counsel to Northern Trust Corporation, a Delaware corporation (the “Company”), in connection with the offer and sale of 16,000,000 depositary shares (the “Depositary Shares”), representing an aggregate of 16,000 shares (the “Preferred Shares”) of the Company’s Series ENon-Cumulative Perpetual Preferred Stock, without par value, with a liquidation preference of $25,000 per share as set forth in the Prospectus Supplement dated October 29, 2019 (the “Prospectus Supplement”) as filed with the Securities and Exchange Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended. Each Depositary Share represents a 1/1,000th interest in a Preferred Share. In connection with the offer and sale of the Depositary Shares, the Company entered into an underwriting agreement dated October 29, 2019 (the “Underwriting Agreement”) with the underwriters named therein.
The Preferred Shares are to be deposited with Equiniti Trust Company, acting as depositary (the “Depositary”), pursuant to the Deposit Agreement, dated as of November 5, 2019 (the “Deposit Agreement”), among the Company, the Depositary and the holders from time to time of receipts issued under the Deposit Agreement to evidence the Depositary Shares (the “Receipts”).
As special counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction of the Company’s Restated Certificate of Incorporation, as amended, the Company’s Bylaws, resolutions of the Company’s Board of Directors and such Company records, certificates and other documents and such questions of law as we considered necessary or appropriate for the purpose of this opinion. In rendering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.
