Exhibit 5.2
June 7, 2021
Truist Financial Corporation
214 N. Tryon Street
Charlotte, North Carolina 28202
| Re: | Truist Financial Corporation $1,000,000,000 1.887% Fixed-to-Floating Rate Medium-Term Notes, Series G (Senior), due June 7, 2029 (the “2029 Fixed-to-Floating Rate Notes”) and $1,000,000,000 Floating Rate Medium-Term Notes, Series G (Senior), due June 9, 2025 (the “2025 Floating Rate Notes”, and together with the 2029 Fixed-to-Floating Rate Notes, the “Senior Notes”) |
Ladies and Gentlemen:
We are the Senior Executive Vice President, Chief Legal Officer, Head of Enterprise Diversity, and Corporate Secretary and the Deputy General Counsel — Corporate and Employment, respectively, of Truist Financial Corporation, a North Carolina corporation (the “Company”). Our opinion has been requested in connection with the issuance and sale of the above-referenced Senior Notes pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-233483) initially filed on August 27, 2019 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), as amended by the Pre-Effective Amendment No. 1 filed with the Commission on September 5, 2019 (as so amended, the “Registration Statement”), a final prospectus supplement (including base prospectus), dated September 9, 2019, as further supplemented by (i) a final Pricing Supplement No. 5, dated June 2, 2021, and (ii) a final Pricing Supplement No. 6, dated June 2, 2021, (collectively, the “Senior Notes Prospectus”), the Syndicated Underwriting Agreement, dated June 2, 2021 (the “Syndicated Underwriting Agreement”), between the Company, on one hand, and Truist Securities, Inc., BofA Securities, Inc. and UBS Securities LLC, as representatives of the several underwriters, 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 Company and the agents listed on Schedule A thereto.
The Senior Notes are being issued under that certain Indenture Regarding Senior Securities, 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 Company 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 Company’s Quarterly Report on Form 10-Q, filed with the Commission on August 14, 1996, and Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the Commission on May 4, 2009, respectively.