Exhibit 5.1
September 28, 2023
Best Buy Co., Inc.
7601 Penn Avenue South
Richfield, Minnesota 55423
Re: Registration Statement on Form S-3ASR
Ladies and Gentlemen:
We have acted as counsel to Best Buy Co., Inc., a Minnesota corporation (the “Company”), in connection with a Registration Statement on Form S-3ASR (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offer and sale by the Company from time to time of an indeterminate amount of its debt securities (the “Debt Securities”) to be issued under an Indenture, dated as of March 11, 2011, between the Company and U.S. Bank National Association, as successor trustee (the “Trustee”), as supplemented and amended by a First Supplemental Indenture, dated as of March 11, 2011, between the Company and the Trustee, as supplemented and amended by a Second Supplemental Indenture, dated as of July 16, 2013, between the Company and the Trustee, as supplemented and amended by a Third Supplemental Indenture, dated as of September 27, 2018, between the Company and the Trustee, and as supplemented and amended by a Fourth Supplemental Indenture, dated as of October 1, 2020, between the Company and the Trustee (as supplemented and amended, the “Indenture”).
We have examined such documents and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of our opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements and instruments, that such agreements and instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements and instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates or comparable documents of officers and other representatives of the Company and of public officials.
50 South Sixth Street | Suite 1500 | Minneapolis, MN | 55402‐1498 | T 612.340.2600 | F 612.340.2868 | dorsey.com
Best Buy Co., Inc.
September 28, 2023
Page 2
Based on the foregoing, and assuming that (i) the Registration Statement and all amendments thereto (including post-effective amendments) will have become effective under the Securities Act and will continue to be so effective, (ii) a prospectus supplement to the prospectus contained in the Registration Statement, describing the Debt Securities offered thereby, will have been prepared and filed with the Commission under the Securities Act, (iii) all Debt Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable prospectus supplement, (iv) the organizational documents of the Company, each as amended as of the date hereof, will not have been amended from the date hereof in a manner that would affect the validity of our opinions set forth below, (v) none of the terms of any Debt Security to be established subsequent to the date hereof, nor the issuance, sale or delivery of such Debt Security, nor the compliance by the Company with the terms of such Debt Security, (a) will violate (1) any applicable law or (2) the organizational documents of the Company or (b) will result in a violation or breach of (1) any provision of any instrument or agreement then binding upon the Company or any of its assets or (2) any restriction imposed by any court or governmental body having jurisdiction over the Company or any of its assets, and (vi) any applicable purchase, underwriting or similar agreement, and any other applicable agreement with respect to any Debt Securities offered or sold, will have been duly authorized and validly executed and delivered by the Company, we are of the opinion that:
When the Board has taken all necessary corporate action to authorize and approve the terms of the Debt Securities and their issuance and sale in conformity with the Indenture and the Debt Securities have been issued, executed and authenticated by the Trustee in accordance with the terms of the Indenture and delivered in accordance with the applicable purchase, underwriting or similar agreement approved by the Board upon payment of the consideration therefor provided for therein, then the Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
Our opinions set forth above are subject to the following qualifications and exceptions:
| (a) | Our opinions set forth above are subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws). |
| (b) | Our opinions set forth above are subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. |
| (c) | Our opinions set forth above are subject to limitations regarding the availability of indemnification and contribution where such indemnification or contribution may be limited by applicable law or the application of principles of public policy. |
| (d) | We express no opinion as to the enforceability of (i) provisions that relate to choice of law, forum selection or submission to jurisdiction (including, without limitation, any express or implied waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum), (ii) waivers by the Company of any statutory or constitutional rights or remedies, (iii) terms which excuse any person or entity from liability for, or require the Company to indemnify such person or entity against, such person’s or entity’s negligence or willful misconduct or (iv) obligations to pay any prepayment premium, default interest rate, early termination fee or other form of liquidated damages, if the payment of such premium, interest rate, fee or damages may be construed as unreasonable in relation to actual damages or disproportionate to actual damages suffered as a result of such prepayment, default or termination. |
Best Buy Co., Inc.
September 28, 2023
Page 3
| (e) | We draw your attention to the fact that, under certain circumstances, the enforceability of terms to the effect that provisions may not be waived or modified except in writing may be limited. |
| (f) | Minnesota Statutes Section 290.371, Subd. 4, provides that any corporation required to file a Notice of Business Activities Report does not have a cause of action upon which it may bring suit under Minnesota law unless the corporation has filed a Notice of Business Activities Report and provides that the use of the courts of the State of Minnesota for all contracts executed and all causes of action that arose before the end of any period for which a corporation failed to file a required report is precluded. Insofar as our opinions may relate to the valid, binding and enforceable character of any agreement under Minnesota law or in a Minnesota court, we have assumed that any party seeking to enforce such agreement has at all times been, and will continue at all times to be, exempt from the requirement of filing a Notice of Business Activities Report or, if not exempt, has duly filed, and will continue to duly file, all Notice of Business Activities Reports. |
We note that, as of the date of this opinion, a judgment for money in an action based on a Debt Security denominated in a foreign currency or currency unit in a federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of the foreign currency or currency unit in which a particular Debt Security is denominated into United States dollars will depend upon various factors, including which court renders the judgment. Under Section 27 of the New York Judiciary Law, in any case in which the cause of action is based upon a Debt Security denominated in a currency other than currency of the United States, a state court in the State of New York rendering a judgment on a Debt Security would be required to render that judgment in the foreign currency or currency unit in which the Security is denominated, and the judgment would be converted into United States dollars at the exchange rate prevailing on the date of entry of the judgment.
Our opinions expressed above are limited to the laws of the States of Minnesota and New York, and the federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to our firm under the heading “Validity of the Securities” in the prospectus constituting part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours, | |
/s/ Dorsey & Whitney LLP |
CCH/EM