Exhibit 5.2
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| | | | | | McCarthy Tétrault Box 48, Suite 5300 Toronto Dominion Bank Tower Toronto ON M5K 1E6 Canada |
![LOGO](https://capedge.com/proxy/6-K/0001193125-24-280508/g912436g1217111343429.jpg) | | | | | | |
December 17, 2024
The Toronto-Dominion Bank
P.O. Box 1
Toronto-Dominion Centre
Toronto, Ontario
M5K 1A2
Dear Sirs/Mesdames:
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| | Re: The Toronto-Dominion Bank – Issue of US$1,400,000,000 Aggregate Principal Amount of 4.568% Senior Medium-Term Notes, Series C, due 2026, US$550,000,000 Aggregate Principal Amount of Floating Rate Senior Medium-Term Notes, Series C, due 2026, US$1,000,000,000 Aggregate Principal Amount of 4.783% Senior Medium-Term Notes, Series C, due 2029, and US$350,000,000 Aggregate Principal Amount of Floating Rate Senior Medium-Term Notes, Series C, due 2029 |
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We have acted as Canadian counsel for The Toronto-Dominion Bank (the “Bank”) in connection with the issue and sale today by the Bank of (i) US$1,400,000,000 aggregate principal amount of 4.568% Senior Medium-Term Notes, Series C, due 2026 (the “2026 Fixed Rate Notes”), (ii) US$550,000,000 aggregate principal amount of Floating Rate Senior Medium-Term Notes, Series C, due 2026 (the “2026 Floating Rate Notes”) (iii) US$1,000,000,000 aggregate principal amount of 4.783% Senior Medium-Term Notes, Series C, due 2029 (the “2029 Fixed Rate Notes”), and (iv) US$350,000,000 aggregate principal amount of Floating Rate Senior Medium-Term Notes, Series C, due 2029 (the “2029 Floating Rate Notes” and, together with the 2026 Fixed Rate Notes, the 2026 Floating Rate Notes, and the 2029 Fixed Rate Notes, the “Notes”) pursuant to the Terms Agreement dated December 9, 2024 among the Bank and the agents named therein, and the Terms Agreement dated December 11, 2024 among the Bank and TD Securities (USA) LLC, as agent, which incorporates by reference certain provisions of the Distribution Agreement dated March 4, 2022, as amended by Amendment No. 1 to the Distribution Agreement dated October 1, 2024 between the Bank and TD Securities (USA) LLC (collectively, the “Distribution Agreement”).
The Notes are being offered for sale pursuant to a Registration Statement on Form F-3 (the “Registration Statement”) and the Bank’s prospectus dated March 4, 2022 with respect to the offering from time to time of senior debt securities of the Bank (the “Base Shelf Prospectus”), as supplemented by a prospectus supplement of the Bank dated March 4, 2022 (the “Prospectus Supplement”), as further supplemented by a pricing supplement dated December 9, 2024 relating to the 2026 Fixed Rate Notes, a pricing supplement dated December 9, 2024 relating to the 2026 Floating Rate Notes, a pricing supplement dated December 9, 2024 relating to the 2029 Fixed Rate Notes, a pricing supplement dated December 9, 2024 relating to the 2029 Floating Rate Notes, and a pricing supplement dated December 11, 2024 relating to the 2026 Fixed Rate Notes (each such pricing supplement, together with the Base Shelf Prospectus and the Prospectus Supplement, the “Prospectus”) and will be issued under a trust indenture dated as of June 30, 2006 between the Bank and The Bank of New York Mellon (as successor in interest to The Bank of New York), as trustee, as supplemented by a first supplemental indenture dated September 24, 2018 between the Bank and The Bank of New York Mellon, as trustee (together, the “Indenture”).