Exhibit 5.1

June 1, 2020
Truist Financial Corporation
214 North Tryon Street
Charlotte, North Carolina 28202
Re: | Truist Financial Corporation Depositary Shares, Each Representing a 1/25th Interest in a Share of 4.950% Series P Fixed Rate ResetNon-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 1,000,000 Depositary Shares (the “Depositary Shares”), each representing ownership of 1/25th of a share of the Company’s 4.950% Series P Fixed Rate ResetNon-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 27, 2020 (the “Prospectus”), the Underwriting Agreement, dated May 27, 2020, between the Company, on the one hand, and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, and SunTrust Robinson Humphrey, Inc., 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 June 1, 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 29, 2020) and Bylaws of the Company; (ii) the resolutions of the Board of Directors of the Company, adopted on July 30, 2019, (iii) the Unanimous Written Consent of the Company’s Board of Directors dated as of May 15, 2020, (iv) the Unanimous Written Consent of the Pricing Committee of the Company’s Board of Directors, dated as of May 26, 2020; (v) the Registration Statement and the Prospectus; (vi) the Underwriting Agreement; (vii) the Deposit Agreement; and (viii) 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.