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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/01/22 Prologis, Inc. 8-K:2,8,9 11/17/22 20:1M Toppan Merrill/FA Prologis, L.P. |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 63K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 296K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 38K 4: EX-4.2 Instrument Defining the Rights of Security Holders HTML 58K 5: EX-4.3 Instrument Defining the Rights of Security Holders HTML 38K 6: EX-4.4 Instrument Defining the Rights of Security Holders HTML 55K 7: EX-4.5 Instrument Defining the Rights of Security Holders HTML 38K 8: EX-4.6 Instrument Defining the Rights of Security Holders HTML 57K 9: EX-5.1 Opinion of Counsel re: Legality HTML 18K 10: EX-5.2 Opinion of Counsel re: Legality HTML 14K 15: R1 Cover HTML 63K 18: XML IDEA XML File -- Filing Summary XML 17K 16: XML XBRL Instance -- tm2231555d1_8k_htm XML 33K 17: EXCEL IDEA Workbook of Financial Reports XLSX 9K 12: EX-101.DEF XBRL Definitions -- pld-20221117_def XML 80K 13: EX-101.LAB XBRL Labels -- pld-20221117_lab XML 109K 14: EX-101.PRE XBRL Presentations -- pld-20221117_pre XML 76K 11: EX-101.SCH XBRL Schema -- pld-20221117 XSD 17K 19: JSON XBRL Instance as JSON Data -- MetaLinks 28± 38K 20: ZIP XBRL Zipped Folder -- 0001104659-22-123646-xbrl Zip 174K
Exhibit 5.2
Board of Directors Prologis, Inc. Pier 1, Bay 1 |
71 South Wacker Drive United States of America
T: +1 312 782 0600 F: +1 312 701 7711 mayerbrown.com |
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Prologis, Inc., a Maryland corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of 5,927,623 shares of its common stock, par value $0.01 per share (the “Common Stock”), to be issued to and/or sold from time to time by the persons named under the caption “Selling Stockholders” as described in the prospectus dated September 15, 2022, as supplemented by a prospectus supplement dated November 21, 2022, relating to the Common Stock contained in the Company’s Registration Statement (as so supplemented, the “Prospectus”). We have also participated in the preparation and filing with the Securities and Exchange Commission (the “SEC”) under the Act, of a registration statement on Form S-3 (File No. 333-267431) (the “Registration Statement”) relating to the Common Stock.
In rendering our opinions set forth below, we have examined originals or copies certified to our satisfaction of the Registration Statement, the Prospectus, the Company’s Articles of Incorporation, as amended and supplemented, the Company’s Eighth Amended and Restated Bylaws, resolutions of the Company’s Board of Directors and such other Company records, instruments, certificates and documents and such questions of law as we considered necessary or appropriate to enable us to express this opinion. As to certain facts material to our opinion, we have relied, to the extent we deem such reliance proper, upon certificates of public officials and officers of the Company. In rendering this opinion, we have assumed the legal capacity and genuineness of all signatures of persons signing all documents, the authenticity, accuracy and completeness of all documents, records and certificates submitted to us as originals and the conformity to authentic original documents, records and certificates of all documents, records and certificates submitted to us as copies. As to all parties other than the Company, we have assumed the due authorization, execution and delivery of all documents, and we have assumed the validity and enforceability of all documents against all parties thereto, other than the Company, in accordance with their respective terms.
Based upon and subject to the foregoing and to the assumptions, limitations and conditions set forth herein, we are of the opinion that when the Common Stock is issued and/or sold in the manner described in the Prospectus, the Common Stock will be legally issued, fully paid and non-assessable.
Mayer Brown is a global services provider comprising
an association of legal practices that are separate entities including
Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)
and Tauil & Chequer Advogados (a Brazilian partnership).
C:
Page 2
We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Current Report on Form 8-K of the Company dated on or about the date hereof, to the incorporation by reference of this opinion letter into the Registration Statement and to being named in the related prospectus and any related prospectus supplement under the caption “Legal Matters” with respect to the matters stated therein. In giving this consent, we do not thereby admit that we are experts within the meaning of Section 11 of the Act or within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC.
| Sincerely, | |
| /s/ Mayer Brown LLP | |
| Mayer Brown LLP |
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/1/22 | |||
| 11/21/22 | ||||
| For Period end: | 11/17/22 | FWP | ||
| 9/15/22 | 424B3, 8-K, EFFECT, FWP, S-3ASR | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/13/24 Prologis, Inc. 10-K 12/31/23 139:33M Donnelley … Solutions/FA 2/14/23 Prologis, Inc. 10-K 12/31/22 147:49M ActiveDisclosure/FA 1/25/23 Prologis Euro Finance LLC 424B2 2:1.7M Toppan Merrill/FA 1/23/23 Prologis Euro Finance LLC 424B3 1:1.6M Toppan Merrill/FA |
