Exhibit 5.1
[Letterhead of Moore & Van Allen PLLC]
March 11, 2022
Nucor Corporation
1915 Rexford Road
Charlotte, North Carolina 28211
Ladies and Gentlemen:
We have acted as counsel to Nucor Corporation, a Delaware corporation (the “Company”), in connection with the Company’s offer and sale of $550,000,000 aggregate principal amount of 3.125% Notes due 2032 (the “2032 Notes”) and $550,000,000 aggregate principal amount of 3.850% Notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “Notes”) pursuant to the registration statement on Form S-3 (Registration No. 333-246166) (the “Registration Statement”) filed by the Company with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and as described in the prospectus, dated August 14, 2020 (the “Base Prospectus”), and the prospectus supplement, dated March 2, 2022 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”). The Company agreed to sell the Notes to a group of underwriters pursuant to an underwriting agreement, dated March 2, 2022 (the “Underwriting Agreement”), by and among the Company and the representatives of the several underwriters named therein. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issuance of the Notes.
The Notes are governed by and were issued pursuant to the terms of an indenture, dated as of August 19, 2014 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as amended or supplemented by a first supplemental indenture, dated as of April 26, 2018, between the Company and the Trustee (the “First Supplemental Indenture”), a second supplemental indenture, dated as of May 22, 2020, between the Company and the Trustee (the “Second Supplemental Indenture”), a third supplemental indenture, dated as of December 7, 2020, between the Company and the Trustee (the “Third Supplemental Indenture”), and a fourth supplemental indenture, dated as of March 11, 2022 (the “Fourth Supplemental Indenture” and, together with the Base Indenture as amended or supplemented by the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”).
In connection with this opinion letter, we have (i) investigated such questions of law; (ii) examined originals or copies, certified or otherwise identified to our satisfaction, of such agreements, instruments, documents and records of the Company (including, without limitation, the Underwriting Agreement, the Indenture, the global certificates evidencing the Notes in the forms executed and delivered by the Company to, and authenticated by, the Trustee, resolutions of the Board of Directors adopted on February 22, 2022, the action of pricing committee, dated March 2, 2022, and the Restated Certificate of Incorporation and the Bylaws of the Company, as amended and restated through the date hereof), such certificates of public officials and such other documents; and (iii) received such information from officers and representatives of the Company and others, in each case, as we have deemed necessary or appropriate for the purposes of the