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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/26/19 S&P Global Inc. 8-K:1,8,9 11/25/19 14:436K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 41K 2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 151K 3: EX-5.1 Opinion of Counsel re: Legality HTML 23K 4: EX-99.1 Miscellaneous Exhibit HTML 23K 5: EX-99.2 Miscellaneous Exhibit HTML 15K 11: R1 Document and Entity Information HTML 48K 14: XML IDEA XML File -- Filing Summary XML 13K 12: XML XBRL Instance -- d834853d8k_htm XML 14K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 7: EX-101.LAB XBRL Labels -- spgi-20191125_lab XML 54K 8: EX-101.PRE XBRL Presentations -- spgi-20191125_pre XML 34K 6: EX-101.SCH XBRL Schema -- spgi-20191125 XSD 13K 9: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 13: ZIP XBRL Zipped Folder -- 0001193125-19-301180-xbrl Zip 42K
| EX-5.1 |
Exhibit 5.1
+1 202 663 6000 (t)
+1 202 663 6363 (f)
| November 26, 2019 | wilmerhale.com |
S&P Global Inc.
55 Water Street
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for S&P Global Inc., a New York corporation (the “Company”) and Standard & Poor’s Financial Services LLC, a Delaware limited liability company (the “Guarantor”) in connection with the offer and sale of $500,000,000 aggregate principal amount of the Company’s 2.500% Senior Notes due 2029 (the “2029 Notes”) and $600,000,000 aggregate principal amount of the Company’s 3.250% Senior Notes due 2049 (the “2049 Notes,” and together with the 2029 Notes, the “Notes”), pursuant to an underwriting agreement dated November 19, 2019 (the “Underwriting Agreement”), among the Company, the Guarantor and the several Underwriters named in Schedule I to the Underwriting Agreement, for whom Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are acting as representatives. The Notes will be fully and unconditionally guaranteed on an unsecured and unsubordinated basis by the Guarantor (the “Guarantees” and, together with the Notes, the “Securities”). The Securities will be issued pursuant to an indenture, dated as of May 26, 2015, by and among the Company, the Guarantor and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a Fifth Supplemental Indenture, dated as of November 26, 2019, by and among the Company, the Guarantor and the Trustee (as so supplemented, the “Indenture”).
The Company and the Guarantor filed with the Securities and Exchange Commission (the “Commission”) the registration statement on Form S-3 (File No. 333-224198) under the Securities Act of 1933, as amended (the “Securities Act”), on April 9, 2018 (the “Registration Statement”) and the prospectus, dated April 9, 2018 (the “Base Prospectus”), as supplemented by the preliminary prospectus supplement, dated November 19, 2019 (the “Preliminary Prospectus Supplement”), and the final prospectus supplement, dated November 19, 2019 (the “Final Prospectus Supplement”).
We have examined and relied upon (i) corporate or other proceedings of the Company and the Guarantor regarding the authorization, execution and delivery of the Indenture and the Underwriting Agreement and the issuance of the Securities, (ii) the Registration Statement, (iii) the Base Prospectus, (iv) the Preliminary Prospectus Supplement, (v) the Final Prospectus Supplement, (vi) the Underwriting Agreement and (vii) the Indenture. We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such other corporate or limited liability company records of the Company and the Guarantor, such other agreements and instruments, certificates of public officials, officers of the Company and the Guarantor and other persons, and such other documents, instruments and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed.
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In our examination of the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of all individual signatories, the authenticity and completeness of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of such original documents, and the completeness and accuracy of the corporate and limited liability company records of the Company and the Guarantor provided to us by the Company and the Guarantor.
In rendering the opinions set forth below, we have assumed that (i) the Trustee has the power, corporate or other, to enter into and perform its obligations under the Indenture, (ii) the Indenture will be a valid and binding obligation of the Trustee and (iii) the Trustee shall have been qualified under the Trust Indenture Act of 1939, as amended. We have also assumed the due authentication of the Notes by the Trustee and that at the time of the issuance of the Securities, the Board of Directors of the Company and the Board of Managers of the Guarantor (or any committee thereof or person acting pursuant to authority properly delegated to such committee or person by the Board of Directors of the Company or the Board of Managers of the Guarantor) has not taken any action to rescind or otherwise reduce their prior authorization of the issuance of the Securities.
We have assumed for purposes of our opinion below that (i) no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or (to the extent the same is required under any agreement or document binding on it of which an addressee has knowledge, has received notice or has reason to know) any other third party is required for the due execution, delivery or performance by the Company or the Guarantor of the Indenture or the Notes or, if any such authorization, approval, consent, action, notice or filing is required, it will have been duly obtained, taken, given or made and will be in full force and effect and (ii) the execution, delivery and performance by the Company and the Guarantor of the Underwriting Agreement and Indenture do not and will not result in any conflict with or breach of any agreement or document binding on the Company or the Guarantor and do not violate any requirement or restriction imposed by any court of governmental entity having jurisdiction over the Company or the Guarantor.
Our opinions below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, usury, fraudulent conveyance or similar laws relating to or affecting the rights or remedies of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of materiality, good faith, reasonableness and fair dealing and (iv) general equitable principles. Furthermore, we express no opinion as to the availability of any equitable or specific remedy upon any breach of the Indenture or the Securities, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defenses may be subject to the discretion of a court. We also express
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no opinion herein as to the laws of any state or jurisdiction other than the state laws of the State of New York, the Delaware Limited Liability Company Act (solely with respect to the Guarantor), and the federal laws of the United States of America. We express no opinion herein with respect to compliance by the Company with securities or “blue sky” laws of any state or other jurisdiction of the United States or of any foreign jurisdiction. In addition, we express no opinion and make no statement herein with respect to the antifraud laws of any jurisdiction.
On the basis of, and subject to, the foregoing, we are of the opinion that when the Notes have been duly executed by the Company, and duly authenticated by the Trustee in accordance with the terms of the Indenture and delivered to the purchasers thereof against payment of the consideration provided for in the Underwriting Agreement, (i) the Notes will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, and (ii) the Guarantees will constitute valid and binding obligations of the Guarantor, enforceable against the Guarantor in accordance with their terms.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions and is rendered as of the date hereof, and we disclaim any obligation to advise you of any change in any of the foregoing sources of law or subsequent developments in law or changes in facts or circumstances that might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K to be filed on or about November 26, 2019, which Form 8-K will be incorporated by reference into the Registration Statement and to the use of our name therein and in the related Base Prospectus, Preliminary Prospectus Supplement and Final Prospectus Supplement under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
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| Very truly yours, | ||
| WILMER CUTLER PICKERING HALE AND DORR LLP | ||
| By: | ||
| Erika L. Robinson, a Partner | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/26/19 | |||
| For Period end: | 11/25/19 | 4 | ||
| 11/19/19 | 4, 424B2, 8-K, FWP | |||
| 4/9/18 | POS AM, S-3ASR | |||
| 5/26/15 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/09/24 S&P Global Inc. 10-K 12/31/23 118:19M 2/10/23 S&P Global Inc. 10-K 12/31/22 115:22M 1/26/23 S&P Global Inc. S-4/A 1/25/23 3:639K Donnelley … Solutions/FA 1/26/23 S&P Global Inc. S-4/A 1/25/23 3:597K Donnelley … Solutions/FA 1/13/23 S&P Global Inc. S-4 11:1.1M Donnelley … Solutions/FA 1/13/23 S&P Global Inc. S-4 11:1.2M Donnelley … Solutions/FA 2/08/22 S&P Global Inc. 10-K 12/31/21 111:19M 2/09/21 S&P Global Inc. 10-K 12/31/20 111:19M |