Exhibit 5.1
April 14, 2021
Jabil Inc.
10560 Dr. MLK Jr. Street North
St. Petersburg, FL 33716
Re: | Jabil Inc. Registration Statement on Form S-3 (File No. 333-239916) |
Ladies and Gentlemen:
We have acted as counsel to Jabil Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3, file no. 333-239916 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included therein, the prospectus supplement, dated April 7, 2021, filed with the Commission on April 9, 2021 pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”), and the offering by the Company pursuant thereto of $500,000,000 aggregate principal amount of the Company’s 1.700% Senior Notes due 2026 (the “Notes”).
The Notes have been issued pursuant to the Indenture dated as of January 16, 2008 (the “Base Indenture”), between the Company and U.S. Bank National Association (successor in interest to The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.)), as trustee (the “Trustee”), and an Officers’ Certificate (the “Section 3.1 Officers’ Certificate”) delivered to the Trustee pursuant to Section 3.1 of the Base Indenture (the Base Indenture, as modified by the Section 3.1 Officers’ Certificate in respect of the Notes, is referred to herein as the “Indenture”). In connection with the issuance of the Notes, the Company has entered into an Underwriting Agreement dated as of April 7, 2021 (the “Underwriting Agreement”) with the representatives of the underwriters named therein (the “Underwriters”). The Indenture, the Underwriting Agreement and the Notes are referred to collectively as the “Note Documents.”
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Base Indenture, the Section 3.1 Officers’ Certificate, the Notes, the Underwriting Agreement and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.
