Exhibit 5.1
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February 16, 2023 Starbucks Corporation 2401 Utah Avenue South Seattle, Washington 98134 | | Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, CA 94105-2669 +1-415-773-5700 orrick.com |
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Re: | Registration Statement on Form S-3 (File No. 333-267227) |
Ladies and Gentlemen:
With respect to $1,000,000,000 aggregate principal amount of 4.750% Senior Notes due 2026 and $500,000,000 aggregate principal amount of 4.800% Senior Notes due 2033 (collectively, the “Notes”) to be issued and sold by Starbucks Corporation (the “Company”) under the Registration Statement on Form S-3, File No. 333-267227, filed by the Company with the Securities and Exchange Commission (the “Commission”) on September 1, 2022 (the “Registration Statement”), and the related prospectus, dated September 1, 2022, as supplemented by the final Prospectus Supplement, dated February 7, 2023 (the “Prospectus Supplement”), filed by the Company with the Commission under its Rule 424(b) on February 9, 2023 (together, the “Prospectus”), we have examined the Registration Statement, the Prospectus and the Indenture (the “Base Indenture”), dated as of September 15, 2016, between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Ninth Supplemental Indenture, dated as of February 16, 2023 (the “Supplemental Indenture”), pursuant to which the Notes will be issued. The Company is filing the Base Indenture, the Supplemental Indenture and this opinion letter with the Commission on a Current Report on Form 8-K (the “Current Report”) on the date hereof.
We have also examined the originals, or copies identified to our satisfaction, of such corporate records of the Company, certificates of public officials, officers of the Company and other persons, and such other documents, agreements and instruments as we have deemed relevant and necessary for the basis of the opinions hereinafter expressed. In such examination, we have assumed the following: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the legal competence of all signatories to such documents; and (iv) the truth, accuracy and completeness of the information, factual matters, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
Based upon and subject to the foregoing, assuming that the Notes are issued and sold in compliance with applicable federal and state securities laws and as contemplated by the Registration Statement and the Prospectus, we are of the opinion that the Notes will be legal and binding obligations of the Company.