[TOTAL S.A. Letterhead]
In connection with the registration under the Securities Act of 1933, as amended (the “Act”), of $1,250,000,000 principal amount of 3.455% notes due 2029 (the “Notes”) of Total Capital International, a société anonyme organized under the laws of the Republic of France (“Total Capital International”), and the related guarantees of the Notes (the “Guarantees”) by TOTAL S.A., a société anonyme organized under the laws of the Republic of France (“TOTAL”), I, as Group U.S. Securities 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. Total Capital International filed with the Securities and Exchange Commission, on April 17, 2018, a registration statement on Form F-3ASR (File No. 333-224307-01) under the Act relating to, among other things, the proposed offer and sale of an unspecified principal amount of Total Capital International’s guaranteed debt securities, including the Notes. The Notes are being issued under an indenture, dated as of February 17, 2012, as amended by the supplemental indenture, dated as of February 19, 2019 (the “Indenture”), between Total Capital International, 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, assuming that (i) the Registration Statement on Form F-3 dated April 17, 2018 has been duly filed and has become automatically effective under the Act, (ii) the Indenture has been duly authorized and validly executed, (iii) the Notes have been duly authorized and validly executed, and the terms of the Notes and of their issuance and sale have been duly established in conformity with the Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon TOTAL or Total Capital International, as the case may be, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over TOTAL or Total Capital International, as the case may be, (iv) the Guarantees have been duly authorized and validly executed, (v) the text of the Guarantees related to the Notes has been endorsed on the Notes as contemplated in the Indenture and (vi) the Notes have been issued and sold as contemplated in the Registration Statement:
