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2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 128K
3: EX-5.1 Opinion of Counsel re: Legality HTML 12K
4: EX-99.1 Miscellaneous Exhibit HTML 20K
9: R1 Document and Entity Information HTML 46K
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Broadridge Financial Solutions, Inc.
5 Dakota Drive
Lake Success, NY11042
Ladies and Gentlemen:
We have acted as special counsel to Broadridge Financial Solutions, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-3 (File No. 333-233075) (the “Registration Statement”) and the prospectus
supplement dated May 6, 2021 (the “Prospectus Supplement”) relating to $1,000,000,000 aggregate principal amount of the Company’s 2.600% Senior Notes due 2031 (the “Notes”). In our capacity as counsel in the role referred to above, we have examined originals, or copies certified or
otherwise identified, of (i) the Underwriting Agreement, dated May 6, 2021 (the “Underwriting Agreement”), among the Company and J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC., as representatives of the underwriters listed
therein (the “Underwriters”); (ii) the base indenture (the “Base Indenture”) dated May 29, 2007 by and between the Company and U.S. Bank National Association, as Trustee (the “Trustee”), as supplemented
prior to the date hereof; (iii) a form of the Fifth Supplemental Indenture to the Base Indenture between the Company and the Trustee (the “Fifth Supplemental Indenture,” and together with the Base Indenture, the “Indenture”); (iv) the form of global notes representing the Notes; and (v) the Registration Statement
and the Prospectus Supplement.
In rendering the opinion set forth herein, we have examined originals, photocopies or conformed copies of certain records of the Company,
certain agreements, certificates of public officials, certificates of officers and representatives of the Company and certain other documents. In such examinations, we have assumed the genuineness of all signatures on original documents and the
conformity to the originals of all copies submitted to us as conformed or photocopied.
On the basis of the foregoing, we are of the opinion that the
Notes will, when they have been duly authorized, executed, authenticated, issued and delivered in accordance with the provisions of the Indenture and duly purchased and paid for in accordance with the terms of the Underwriting Agreement, constitute
legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer or similar laws affecting creditors’ rights generally and by general principles of equity.
We are members of the bar of the State of New York, and in rendering this opinion we express no opinion as to the laws of any jurisdiction
other than the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Form 8-K filed by the Company on the date hereof. Such consent does not
constitute a consent under Section 7 of the Securities Act of 1933, and by giving such consent we have not certified any part of the Registration Statement or the Prospectus Supplement and do not otherwise admit that we are within the categories of
persons whose consent is required under said Section 7 or under the rules and regulations of the Securities and Exchange Commission thereunder.
