Exhibit 5.1
[Letterhead of Morrison & Foerster LLP]
November 30, 2018
Board of Directors
McKesson Corporation
One Post Street
San Francisco, CA 94104
Re: | Registration Statement on FormS-3ASR (FileNo. 333-215763) – $700,000,000 3.650% Notes due 2020 and $400,000,000 4.750% Notes due 2029 |
Ladies and Gentlemen:
We have acted as counsel to McKesson Corporation, a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of $700,000,000 aggregate principal amount of 3.650% notes due 2020 (the “2020 Notes”) and $400,000,000 aggregate principal amount of 4.750% notes due 2029 (the “2029 Notes” and, together with the 2020 Notes, the “Notes”), under that certain indenture, dated as of December 4, 2012 (the “Base Indenture”), among the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by an officer’s certificate dated the date hereof (the “Officer’s Certificate” and, together with the Base Indenture, the “Indenture”), and pursuant to a Registration Statement on FormS-3ASR (FileNo. 333-215763) under the Securities Act of 1933, as amended (the “Act”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on January 27, 2017 (the “Registration Statement”), including a base prospectus, dated January 27, 2017 (the “Base Prospectus”), as supplemented by a prospectus supplement, dated November 28, 2018, filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”), and an Underwriting Agreement, dated November 28 2018 (the “Underwriting Agreement”), between the Company and the several underwriters named in Schedule I thereto (collectively, the “Underwriters”).
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the Notes.
As counsel for the Company, we have examined the Registration Statement, the Indenture and originals or copies, certified or otherwise identified to our satisfaction, of such agreements, instruments, documents, certificates and records as we have deemed relevant and necessary for the basis of our opinions hereinafter expressed. In such examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the agreements, instruments, documents, certificates and records that we have reviewed; and (iv) the legal capacity of all natural persons. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established or verified the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.