Exhibit 5.1
Paris, October 11, 2018
TOTAL S.A.
2, place Jean Millier
La Défense 6
92400 Courbevoie
France
Total Capital
2, place Jean Millier
La Défense 6
92400 Courbevoie
France
Dear Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as amended (the “Act”), of $1,000,000,000 principal amount of 3.883% notes due 2028 (the “Notes”) of Total Capital, asociété anonymeorganized under the laws of the Republic of France (“Total Capital”) and the related guarantees of the Notes (the “Guarantees”) by TOTAL S.A., asociétéanonyme organized under the laws of France (“TOTAL”), I, as General Counsel of TOTAL, have examined such corporate records, certificates and other documents and such questions of law as I have considered necessary or appropriate for the purposes of this opinion. The Notes are being issued under an indenture, dated as of October 2, 2009, as amended by the supplemental indenture, dated as of October 11, 2018 (the “Indenture”), between Total Capital, TOTAL and The Bank of New York Mellon, acting through its London Branch, as trustee.
Upon the basis of such examination, I advise you that, in my opinion:
| (1) | each of Total Capital and TOTAL is asociété anonyme duly incorporated and validly existing under the laws of the Republic of France; |
| (2) | the Notes being issued have been duly authorized and validly executed in accordance with a valid resolution of the board of directors of Total Capital; |
| (3) | the Indenture has been duly authorized and validly executed by each of Total Capital and TOTAL in accordance with a valid resolution of the board of directors of Total Capital and TOTAL, respectively; and |
| (4) | the Guarantees have been duly authorized and validly executed by TOTAL in accordance with a valid resolution of the board of directors of TOTAL. |
The foregoing opinion is limited to the laws of the Republic of France in force on this date and I am expressing no opinion as to the effect of the laws of any other jurisdiction. I understand you are relying as to all matters governed by the laws of the State of New York upon the opinion dated the date hereof of Lycia Alderin, Group U.S. Securities Counsel to TOTAL, which opinion is being delivered to you by such counsel.
Postal address: 2 place Jean Millier – La Défense 6 – 92078 Paris La Défense Cedex – France
Tel.: +33 (0) 1 47 44 45 46
TOTAL S.A.
Société Anonyme with a share capital of 6,660,782,345.00 euros
Registered office: 2 place Jean Millier – La Défense 6 – 92400 Courbevoie – France
542 051 180 RCS Nanterre
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement relating to the Notes and the Guarantees and to the references to me under the caption “Validity of Securities” in the Prospectus included therein. In giving such consent I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Aurélien Hamelle | ||
Aurélien Hamelle | ||
General Counsel |
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