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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/11/22 Duke Energy Corp. 8-K:8,9 8/08/22 14:909K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 41K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 323K 3: EX-5.1 Opinion of Counsel re: Legality HTML 22K 4: EX-99.1 Miscellaneous Exhibit HTML 193K 9: R1 Cover HTML 55K 12: XML IDEA XML File -- Filing Summary XML 13K 10: XML XBRL Instance -- tm2222317d5_8k_htm XML 27K 11: EXCEL IDEA Workbook of Financial Reports XLSX 8K 6: EX-101.DEF XBRL Definitions -- duk-20220808_def XML 77K 7: EX-101.LAB XBRL Labels -- duk-20220808_lab XML 113K 8: EX-101.PRE XBRL Presentations -- duk-20220808_pre XML 74K 5: EX-101.SCH XBRL Schema -- duk-20220808 XSD 17K 13: JSON XBRL Instance as JSON Data -- MetaLinks 28± 36K 14: ZIP XBRL Zipped Folder -- 0001104659-22-089094-xbrl Zip 130K
Exhibit 5.1
DUKE ENERGY BUSINESS SERVICES LLC
526 South Church Street
Charlotte, North Carolina 28202
Duke Energy Corporation
526 South Church Street
Charlotte, North Carolina 28202-4200
| Re: | Duke Energy Corporation $900,000,000 4.300% Senior Notes due 2028 $1,150,000,000 4.500% Senior Notes due 2032 $1,150,000,000 5.000% Senior Notes due 2052 |
Ladies and Gentlemen:
I am Deputy General Counsel of Duke Energy Business Services LLC, the service company subsidiary of Duke Energy Corporation, a Delaware corporation (the “Company”), and in such capacity I have acted as counsel to the Company in connection with the public offering of $900,000,000 aggregate principal amount of the Company’s 4.300% Senior Notes due 2028, $1,150,000,000 aggregate principal amount of the Company’s 4.500% Senior Notes due 2032 and $1,150,000,000 aggregate principal amount of the Company’s 5.000% Senior Notes due 2052 (collectively, the “Securities”). The Securities are being issued pursuant to an Indenture, dated as of June 3, 2008 (the “Original Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by various supplemental indentures thereto, including the Twenty-eighth Supplemental Indenture, dated as of August 11, 2022 (the “Supplemental Indenture”), between the Company and the Trustee (the Original Indenture, as amended and supplemented, being referred to as the “Indenture”). On August 8, 2022, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with BMO Capital Markets Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the sale by the Company to the Underwriters of the Securities.
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).
I am a member of the bar of the State of North Carolina and my opinions set forth herein are limited to Delaware corporate law and the laws of the State of New York and the federal laws of the United States that, in my experience, are normally applicable to transactions of the type contemplated above and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Opined on Law”). I do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non-opined law on the opinions herein stated. This opinion letter is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.
C:
In rendering the opinions set forth herein, I or attorneys under my supervision (with whom I have consulted) have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of:
(a) the registration statement on Form S-3 (File No. 333-233896) of the Company relating to the Securities and other securities of the Company filed on September 23, 2019 with the Securities and Exchange Commission (the “Commission”) under the Securities Act, allowing for delayed offerings pursuant to Rule 415 under the Securities Act and the information deemed to be a part of such registration statement as of the date hereof pursuant to Rule 430B of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”) (such registration statement, effective upon filing with the Commission on September 23, 2019 pursuant to Rule 462(e) of the Rules and Regulations, being hereinafter referred to as the “Registration Statement”);
(b) the prospectus, dated September 23, 2019 (the “Base Prospectus”) relating to the offering of securities of the Company, which forms a part of and is included in the Registration Statement in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(c) the preliminary prospectus supplement, dated August 8, 2022, and the Base Prospectus, relating to the offering of the Securities in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(d) the prospectus supplement, dated August 8, 2022, and the Base Prospectus, relating to the offering of the Securities in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(e) the Amended and Restated Certificate of Incorporation of the Company, effective as of May 19, 2014 and as amended on September 11, 2019, as certified by the Secretary of State of the State of Delaware;
(f) the Amended and Restated By-laws of the Company, effective as of January 4, 2016;
(g) an executed copy of the Original Indenture;
(h) an executed copy of the Supplemental Indenture;
(i) an executed copy of the Underwriting Agreement;
(j) the certificates representing the Securities of each series;
(k) the issuer free writing prospectus issued at or prior to 4:15 p.m. (Eastern time) on August 8, 2022 which the Company was advised is the time of the first contract of sale of the Securities, substantially in the form attached as Schedule C to the Underwriting Agreement and as filed with the Commission pursuant to Rule 433(d) of the Securities Act and Section 5(e) of the Underwriting Agreement;
(l) the Statement of Eligibility under the Trust Indenture Act of 1939, as amended, on Form T-1, of the Trustee;
(m) resolutions of the Board of Directors of the Company, adopted on September 18, 2019, relating to the preparation and filing with the Commission of the Registration Statement and the issuance of the Company’s securities; and
C:
(n) the written consent of the Assistant Treasurer of the Company, effective as of August 8, 2022.
I or attorneys under my supervision (with whom I have consulted) have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as I or attorneys under my supervision (with whom I have consulted) have deemed necessary or appropriate as a basis for the opinions set forth below.
In my examination, I or attorneys under my supervision (with whom I have consulted) have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified, conformed, or photostatic copies, and the authenticity of the originals of such documents. In making my examination of executed documents or documents to be executed, I have assumed that the parties thereto, other than the Company had or will have the power, corporate or otherwise, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents, and, as to parties other than the Company, the validity and binding effect on such parties. As to any facts material to this opinion letter that I or attorneys under my supervision (with whom I have consulted) did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others and of public officials.
The opinions set forth below are subject to the following further qualifications, assumptions and limitations:
(i) the validity or enforcement of any agreements or instruments may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); and
(ii) I do not express any opinion as to the applicability or effect of any fraudulent transfer, preference or similar law on any agreements or instruments or any transactions contemplated thereby.
Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that the Securities have been duly authorized and executed by the Company, and that when duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement and the Indenture, the Securities will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their respective terms.
C:
I hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 to the Registration Statement through incorporation by reference of a current report on Form 8-K. I also hereby consent to the use of my name under the heading “Legal Matters” in the prospectus which forms a part of the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and I disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
| Very truly yours, | |
| /s/ Robert T. Lucas III | |
| Robert T. Lucas III, Esq. |
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/11/22 | |||
| For Period end: | 8/8/22 | 424B3, 424B5, FWP | ||
| 9/23/19 | 424B3, S-3ASR | |||
| 9/18/19 | ||||
| 9/11/19 | ||||
| 1/4/16 | 8-K, NO ACT | |||
| 5/19/14 | ||||
| 6/3/08 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/10/24 Duke Energy Corp. 424B5 2:469K Toppan Merrill/FA 4/09/24 Duke Energy Corp. 424B5 1:461K Toppan Merrill/FA 2/23/24 Duke Energy Corp. 10-K 12/31/23 261:76M 1/10/24 Duke Energy Corp. 424B5 2:434K Toppan Merrill/FA 1/09/24 Duke Energy Corp. 424B5 1:425K Toppan Merrill/FA 1/03/24 Duke Energy Corp. 424B5 2:445K Toppan Merrill/FA 1/02/24 Duke Energy Corp. 424B5 1:428K Toppan Merrill/FA 9/06/23 Duke Energy Corp. 424B5 2:474K Toppan Merrill/FA 9/05/23 Duke Energy Corp. 424B5 1:454K Toppan Merrill/FA 2/27/23 Duke Energy Corp. 10-K 12/31/22 231:79M 12/06/22 Duke Energy Corp. 424B5 2:435K Toppan Merrill/FA 12/05/22 Duke Energy Corp. 424B5 1:421K Toppan Merrill/FA 11/10/22 Duke Energy Corp. 424B5 2:329K Toppan Merrill/FA 11/04/22 Duke Energy Corp. 10-Q 9/30/22 178:41M 9/30/22 Duke Energy Corp. S-3ASR 9/30/22 5:549K Toppan Merrill/FA 9/23/22 Duke Energy Corp. S-3ASR 9/23/22 44:13M Toppan Merrill/FA |