Exhibit 5.1
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May 27, 2020
Truist Financial Corporation
214 North Tryon Street
Charlotte, North Carolina 28202
Re: | Truist Financial Corporation Depositary Shares, Each Representing a 1/1,000th Interest in a Share of Series ONon-Cumulative Perpetual Preferred Stock |
Ladies and Gentlemen:
We are the Senior Executive Vice President, Chief Legal Officer, Head of Enterprise Diversity and Human Resources, and Corporate Secretary and the Senior Vice President, Deputy General Counsel, Enterprise and Securities Legal Team, and Assistant Corporate Secretary, respectively, of Truist Financial Corporation, a North Carolina corporation and a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “Company”). Our opinion has been requested with respect to certain matters in connection with the issuance and sale of an aggregate of 23,000,000 Depositary Shares (the “Depositary Shares”), each representing ownership of 1/1,000th of a share of the Company’s Series ONon-Cumulative Perpetual Preferred Stock, $5.00 par value per share, with a liquidation preference of $25,000 per share (the “Preferred Stock”), pursuant to the Company’s registration statement on FormS-3 (RegistrationNo. 333-233483) (the “Registration Statement”), a final prospectus supplement (including base prospectus), dated May 19, 2020 (the “Prospectus”), the Underwriting Agreement, dated May 19, 2020, between the Company, on the one hand, and BB&T Capital Markets, a division of BB&T Securities, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule II therein (the “Underwriting Agreement”), on the other hand, and the Deposit Agreement, dated as of May 27, 2020, between the Company and Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary (the “Deposit Agreement”).
We have reviewed originals or copies, certified or otherwise identified to my satisfaction, of (i) the Articles of Incorporation (including, without limitation, the Articles of Amendment relating to the Preferred Stock, filed with the North Carolina Secretary of State on May 22, 2020) and Bylaws of the Company; (ii) the resolutions of the Board of Directors of the Company, adopted on July 30, 2019 and February 25, 2020, (iii) the Unanimous Written Consent of the Pricing Committee of the Company’s Board of Directors, dated as of May 13, 2020; (iv) the Registration Statement and the Prospectus; (v) the Underwriting Agreement; (vi) the Deposit Agreement; and (vii) such other certificates, instruments and documents as we have considered appropriate for purposes of the opinions hereafter expressed. In rendering this opinion, we have relied upon certificates of public officials and officers of the Company with respect to the accuracy of the factual matters contained in such certificates.