The Bank of N.T. Butterfield & Son Limited,
65 Front Street,
Hamilton, HM 12 Bermuda.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the
“Act”) of $100,000,000 aggregate principal amount of 5.250% Fixed to Floating Rate Subordinated Notes due 2030 (the
“Securities”) of The Bank of
N.T. Butterfield & Son Limited, a company incorporated under the laws of Bermuda (the
“Company”), issued in global form pursuant to the Subordinated Debt Securities
Indenture, dated as of
May 24, 2018 (as heretofore amended and supplemented, the
“Base Indenture”), between
the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the
“Trustee”), as amended and supplemented by the Second Supplemental
Indenture, dated as of
June 11, 2020 (the
“Second Supplemental Indenture”,
and, together with the Base
Indenture, the
“Indenture”), between
the Company and the Trustee, we, as your United States counsel, have examined such corporate records, certificates and other documents, and such questions of United States federal and
New York state law, as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion, the Securities constitute valid and legally binding obligations of
the Company, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
The foregoing opinion is limited to the federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. In rendering the
foregoing opinion, we have assumed, without independent verification, that (i)
the Company has been duly organized and is validly existing as a corporation in good standing under the laws of Bermuda and (ii) insofar as Bermuda law is concerned, the
Indenture has been duly authorized, executed and delivered by
the Company and constitutes valid and legally binding obligations of
the Company enforceable in accordance with its terms, and the Securities have been duly authenticated, executed, issued
and delivered by
the Company and constitute valid and legally binding obligations of
the Company enforceable in accordance with their terms. We note that with respect to all matters of Bermuda law relevant to the validity and legality of the
Securities, you are receiving the opinion, dated the date hereof, of Conyers Dill & Pearman Limited.
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The Bank of N.T. Butterfield & Son Limited
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In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement on Form F-3 (File No.
333-224329) (the
“Registration Statement”) or any related
prospectus or other offering material regarding
the Company or the Securities or their offering and sale.
We have relied as to certain factual matters on information obtained from public officials, officers of
the Company and other sources believed by us to be responsible, and we have assumed, without independent
verification, that the
Indenture has been duly authorized, executed and delivered by the Trustee, that the Securities conform to the specimens examined by us, that the Trustee’s certificates of authentication of the Securities have been manually or
electronically signed by one of the Trustee’s authorized officers, and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 6-K to be
incorporated by reference in the Registration Statement and the reference to us under the heading
“Validity of the
Notes” in the Prospectus Supplement, dated
June 4, 2020. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
