Exhibit 5.1
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 | | JPMorgan Chase Tower 600 Travis Suite 2800 Houston, TX 77002 Telephone: 713-226-1200 Fax: 713-223-3717 www.lockelord.com |
September 17, 2024
Service Corporation International
1929 Allen Parkway
Houston, Texas 77019
Re: Registration Statement No. 333-275918
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3, File No. 333-275918 (the “Registration Statement”), filed by Service Corporation International, a Texas corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), which Registration Statement became effective upon filing pursuant to Rule 462(e) under the Securities Act. Pursuant to the Registration Statement, the Company is issuing $800,000,000 aggregate principal amount of the Company’s 5.750% Senior Notes due 2032 (the “Securities”). The Securities are being issued under an Indenture dated as of February 1, 1993 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Base Trustee”), as supplemented by the Nineteenth Supplemental Indenture dated as of September 17, 2024 (the “Supplemental Indenture;” and together with the Base Indenture, the “Indenture”), among the Company, the Base Trustee and BOKF, NA, as series trustee (the “Series Trustee”). The Securities are to be sold by the Company pursuant to an underwriting agreement dated September 12, 2024, by and between the Company and Wells Fargo Securities, LLC, as representative of the several underwriters named therein (the “Underwriting Agreement”).
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have acted as Texas counsel for the Company and have examined the Registration Statement, the Indenture, the Underwriting Agreement, the Securities in global form and the resolutions adopted by the board of directors of the Company and the pricing committee thereof established by such board relating to the Registration Statement, the Indenture, the Underwriting Agreement and the issuance of the Securities by the Company. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.
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