Exhibit 5.1

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May 13, 2022 | | +1 212 230 8800 (t) +1 212 230 8888 (f) wilmerhale.com |
State Street Corporation
One Lincoln Street
Boston, Massachusetts 02111
Re: | Fixed-to-Floating Rate Senior Notes due 2033 |
Ladies and Gentlemen:
We have acted as counsel for State Street Corporation, a Massachusetts corporation (the “Company”), in connection with the offer and sale of $500,000,000 aggregate principal amount of the Company’s Fixed-to-Floating Rate Senior Notes due 2033 (the “Notes”), pursuant to an Underwriting Agreement, dated as of May 10, 2022 (the “Underwriting Agreement”), among the Company and Morgan Stanley & Co. LLC, Lloyds Securities Inc., R. Seelaus & Co., LLC and Siebert Williams Shank & Co., LLC, as representatives of the several underwriters listed on Schedule I thereto. The Notes will be issued pursuant to an Indenture (the “Base Indenture”), dated as of October 31, 2014, between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of May 8, 2017, between the Company and the Trustee (the “First Supplemental Indenture”), and the Second Supplemental Indenture, dated as of March 30, 2020, between the Company and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”).
As such counsel, we have assisted in the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s prospectus supplement dated May 10, 2022 (the “Prospectus Supplement”) to the prospectus, dated June 15, 2020 (the “Base Prospectus”), each relating to the Registration Statement on Form S-3 (File No. 333-238861) filed by the Company with the Commission on June 1, 2020. Such Registration Statement, in the form in which it became effective, including any amendment thereto, and the documents incorporated by reference therein and the information deemed to be a part of the Registration Statement at the time of effectiveness pursuant to Rule 430B under the Securities Act, is referred to herein as the “Registration Statement.”
We have examined and relied upon (i) corporate or other proceedings of the Company regarding the authorization of the execution and delivery of the Indenture, the Underwriting Agreement and the issuance of the Notes, (ii) the Registration Statement, (iii) the Base Prospectus, (iv) the Prospectus Supplement, (v) the Underwriting Agreement and (vi) the Indenture. We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such other corporate records of the Company, such other agreements and instruments, certificates of public officials, officers of the Company and other persons, and such other documents, instruments and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed.
Wilmer Cutler Pickering Hale and DorrLLP, 1875 Pennsylvania Avenue NW, Washington, DC 20006
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