Exhibit 5.2
[BB&T Corporation Letterhead]
December 6, 2018
BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101
| Re: | $1,000,000,000 3.750% Medium-Term Notes, Series G (Senior), due December 6, 2023 (the “Senior Notes”) |
Ladies and Gentlemen:
I am the Senior Executive Vice President, General Counsel, Secretary and Chief Corporate Governance Officer of BB&T Corporation, a North Carolina corporation (the “Corporation”). My opinion has been requested in connection with a Registration Statement on FormS-3 (FileNo. 333-219092) initially filed on June 30, 2017 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), as amended by the Post-Effective Amendment No. 1 filed with the Commission on May 16, 2018 (as so amended, the “Registration Statement”), and the issuance and sale of the above-referenced Senior Notes pursuant to a Syndicated Underwriting Agreement, dated November 29, 2018 (the “Syndicated Underwriting Agreement”), between the Corporation, on one hand, and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, on the other hand, which Syndicated Underwriting Agreement is delivered pursuant to the Distribution Agreement, dated as of June 30, 2017 (the “Distribution Agreement”), between the Corporation and the agents listed on Schedule A thereto. The Senior Notes are being issued under that certain Indenture, dated as of May 24, 1996, as amended by a First Supplemental Indenture, dated as of May 4, 2009 (as so amended, the “Senior Indenture”), between the Corporation and U.S. Bank National Association, a national banking association (as successor to the corporate trust business of State Street Bank and Trust Company), as Trustee, copies of which are incorporated by reference to Exhibit 4.1 of the Corporation’s Quarterly Report on Form10-Q, filed with the Commission on August 14, 1996, and Exhibit 4.2 of the Corporation’s Current Report on Form8-K, filed with the Commission on May 4, 2009, respectively.
I, or others who report to me, have examined the Articles of Incorporation of the Corporation, as restated and amended, the Bylaws of the Corporation, as amended and restated, the Registration Statement, the Syndicated Underwriting Agreement, the Distribution Agreement, the Senior Indenture and duplicates of the global notes representing the Senior Notes. I am familiar with the corporate proceedings of the Corporation to date with respect to the issuance and sale of the Senior Notes, and I have examined such corporate records of the Corporation and such other documents and certificates as I have deemed necessary as a basis for the opinions hereinafter expressed. In rendering this opinion, I have assumed, without any independent investigation, that (i) all documents that have been submitted to me as originals are authentic, and that all documents that have been submitted to me as copies conform to authentic, original