Exhibit 5.1
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 | | | | Hogan Lovells US LLP 390 Madison Avenue New York, NY 10017 T +1 212 918 3000 F +1 212 918 3100 www.hoganlovells.com |
November 18, 2019
Board of Directors
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, NC 27215
Ladies and Gentlemen:
We are acting as counsel to Laboratory Corporation of America Holdings, a Delaware corporation (the “Company”), in connection with its registration statement onForm S-3, (FileNo. 333-234633) (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) relating to the public offering of certain securities of the Company that may be offered and sold from time to time and on a delayed or a continuous basis as set forth in the prospectus dated November 12, 2019 (the “Prospectus”). This opinion letter is delivered in connection with the sale of $400,000,000 aggregate principal amount of the Company’s 2.300% Senior Notes due December 1, 2024 (the “2024 Notes”) and $650,000,000 aggregate principal amount of the Company’s 2.950% Senior Notes due December 1, 2029 (the “2029 Notes” and, together with the 2024 Notes, the “Notes”), pursuant to the terms of the Underwriting Agreement, dated November 18, 2019 (the “Agreement”), by and among the Company, BofA Securities, Inc., U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC (for themselves and the other underwriters named therein), and as described in that supplement to the Prospectus dated November 18, 2019 filed with the Securities and Exchange Commission under Rule 424(b)(5) (the “Prospectus Supplement”).
The Notes will be issued pursuant to the Indenture dated November 19, 2010 (the “Indenture”), between the Company and U.S. Bank National Association (the “Trustee”), as supplemented by, in the case of the 2024 Notes, the Supplemental Indenture for the 2024 Notes, between the Company and the Trustee (together with the Indenture, the “2024 Notes Indenture”) and, in the case of the 2029 Notes, the Supplemental Indenture for the 2029 Notes, between the Company and the Trustee (together with the Indenture, the “2029 Notes Indenture”and, together with the 2024 Notes Indenture, the “Notes Indentures”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of RegulationS-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all
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