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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 5.1
| Mayer Brown LLP | |
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| December 1, 2022 | www.mayerbrown.com |
Board of Directors
Prologis, Inc.
Pier 1, Bay 1
San Francisco, California 94111
| Re: | Registration Statement on Form S-3 (File No. 333-267431) |
Ladies and Gentlemen:
We have acted as special counsel to Prologis, Inc., a Maryland corporation (“Prologis”), Prologis, L.P., a Delaware limited partnership (the “Parent Guarantor”), and Prologis Yen Finance LLC, a Delaware limited liability company (the “Issuer”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of ¥1,600,000,000 aggregate principal amount of the Issuer’s 1.003% Notes due 2027 (the “2027 Notes”), ¥2,800,000,000 aggregate principal amount of the Issuer’s 1.323% Notes due 2029 (the “2029 Notes”) and ¥19,800,000,000 aggregate principal amount of the Issuer’s 1.903% Notes due 2037 (the “2037 Notes” and, collectively with the 2027 Notes and the 2029 Notes, the “Notes”) and the related guarantees thereof by the Parent Guarantor (the “Guarantees”), each as described in the prospectus, as supplemented by the prospectus supplement, dated as of November 17, 2022 (the “Prospectus Supplement”), relating to the Notes and the corresponding Guarantees (the “Prospectus”) contained in Prologis’s, the Issuer’s and the Parent Guarantor’s Registration Statement on Form S-3 (File No. 333-267431) (the “Registration Statement”). The Notes and the corresponding Guarantees will be issued under the Indenture, dated as of September 25, 2018 (the “Base Indenture”), among the Issuer, the Parent Guarantor and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental Indenture, dated as of September 25, 2018 (the Base Indenture, as supplemented by the first supplemental indenture, the “Indenture”).
We have also participated in the preparation and filing with the Securities and Exchange Commission (the “SEC”) under the Securities Act of the Registration Statement relating to the debt securities and guarantees of which the Notes and Guarantees are a part. In rendering our opinions set forth below, we have examined originals or copies identified to our satisfaction of (i) the Registration Statement, including the Prospectus; (ii) the Prospectus Supplement; (iii) Prologis’s Articles of Incorporation, as amended and supplemented; (iv) Prologis’s Ninth Amended and Restated Bylaws; (v) the certificate of limited partnership of the Parent Guarantor; (vi) the Thirteenth Amended and Restated Agreement of Limited Partnership, as amended, of the Parent Guarantor; (vii) resolutions of Prologis’s Board of Directors and committees thereof; (viii) the Indenture and (ix) the form of the Notes and corresponding Guarantees. In addition, we have examined and relied upon other documents, certificates, corporate records, opinions and instruments, obtained from the Issuer and the Parent Guarantor or other sources believed by us to be reliable, as we have deemed necessary or appropriate for the purpose of this opinion. In rendering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.
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:
Mayer Brown llp
Board of Directors
Prologis, Inc.
Page 2
Based upon and subject to the foregoing and to the assumptions, conditions and limitations set forth herein, we are of the opinion that:
(i) The Notes have been duly authorized and, when executed by the Issuer and authenticated by the Trustee in the manner provided for in the Indenture and delivered against payment therefore, will constitute valid and binding obligations of the Issuer, enforceable in accordance with their terms, except as (a) the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and (b) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances, and will be entitled to the benefits of the Indenture; and
(ii) The Guarantees have been duly authorized and, when executed by the Parent Guarantor and when the Notes have been authenticated by the Trustee in the manner provided for in the Indenture and delivered against payment therefore, will constitute valid and binding obligations of the Parent Guarantor, enforceable against the Parent Guarantor in accordance with their terms, except as (a) the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and (b) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances, and will be entitled to the benefits of the Indenture.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to being named in the related Prospectus and 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 Securities Act or within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC.
The opinions contained herein are limited to Federal laws of the United States and the laws of the State of New York, the Delaware Revised Uniform Limited Partnership Act, the Delaware Limited Liability Company Act and the Maryland General Corporation Law. We are not purporting to opine on any matter to the extent that it involves the laws of any other jurisdiction.
C:
Mayer Brown llp
Board of Directors
Prologis, Inc.
Page 3
This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to Prologis, the Parent Guarantor, the Issuer or any other person, or any other document or agreement involved with issues addressed herein. We assume no obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein.
Sincerely,
/s/ Mayer Brown LLP
DM/JJC/TKW/KMM/DCP
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/1/22 | |||
| For Period end: | 11/17/22 | FWP | ||
| 9/25/18 | ||||
| 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 |