Exhibit 5.1
425 LEXINGTON AVENUE
Cigna Corporation
900 Cottage Grove Road
Ladies and Gentlemen:
We have acted as counsel to Cigna Corporation, a Delaware corporation (the
“Company”), in connection with the Registration Statement on Form S-3 (File No.
333-236877) (the
“Registration Statement”)
filed by
the Company with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended, relating to the issuance by
the Company of $500,000,000 aggregate principal amount of 0.613% Senior Notes due 2024
(the
“2024 Notes”), $800,000,000 aggregate principal amount of 1.250% Senior Notes due 2026 (the
“2026 Notes”), $1,500,000,000 aggregate principal amount of 2.375% Senior Notes due 2031 (the
“2031 Notes”) and $1,500,000,000 aggregate principal
amount of 3.400% Senior Notes due 2051 (together with the 2024 Notes, the 2026 Notes and the 2031 Notes, the
“Notes”).
We have examined the Registration Statement; the
Underwriting Agreement, dated
March 1, 2021 (the
“Underwriting Agreement”), among
the Company and the several underwriters named therein, pursuant
to which such underwriters have agreed to purchase the Notes issued by
the Company; the
Indenture, dated as of
September 17, 2018 (the
“Base Indenture”), between
the Company and U.S. Bank National Association, as trustee (the
“Trustee”), and as
supplemented by Supplemental
Indenture No. 5 to the Base
Indenture, dated as of
March 3, 2021 (the
“Supplemental Indenture” and, together with the Base
Indenture, the
“Indenture”); and duplicates of the global notes representing the Notes. In
addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public
officials and of officers and representatives of
the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the
Indenture is the valid and legally
binding obligation of the Trustee.
In rendering the opinion set forth below, we have assumed further that the execution, issuance, delivery and performance by
the Company of the
Underwriting Agreement, the
Indenture and the Notes,
as applicable, do not constitute a breach or default under any agreement or instrument which is binding upon
the Company.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that, assuming due authentication thereof by the Trustee and upon
payment and delivery in accordance with the provisions of the
Underwriting Agreement, the Notes will constitute valid and legally binding obligations of
the Company enforceable against
the Company in accordance with their terms.
Our opinion set forth above is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’
rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. In addition, we express no opinion as to the validity, legally binding effect
or enforceability of Section 1.10 of the Base
Indenture relating to the separability of provisions of the Base
Indenture.
We do not express any opinion herein concerning any law other than the law of the State of New York and the Delaware General Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Current Report on Form 8-K of
the Company filed with the Commission in connection with the offer and sale of the Notes
by
the Company and to the use of our name under the caption
“Validity of Securities” in the prospectus included in the Registration Statement.
