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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/24/22 Macy’s, Inc. S-8 5/24/22 6:249K ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 56K
Employee Benefit Plan
3: EX-5.1 Opinion of Counsel re: Legality HTML 9K
4: EX-23.1 Consent of Expert or Counsel HTML 7K
5: EX-24.1 Power of Attorney HTML 11K
2: EX-FILING FEES Filing Fees HTML 11K
6: EX-99.1 Miscellaneous Exhibit HTML 63K
Exhibit 5.1
[Macy’s, Inc. Letterhead]
Macy’s, Inc.
151 West 34th Street
Ladies and Gentlemen:
I am Chief Legal Officer and Secretary of Macy’s, Inc., a Delaware corporation (the “Company”), and in that capacity have acted as counsel for the Company in connection with the registration by the Company under the Securities Act of 1933 of 7,000,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), that may be issued and sold under the Macy’s, Inc. Employee Stock Purchase Plan (the “Plan”) pursuant to a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Registration Statement”).
For purposes of rendering this opinion, I have examined such documents, records and matters of law as I have deemed relevant or necessary for purposes of this opinion.
Based on the foregoing, I am of the opinion that the 7,000,000 shares of Common Stock that may be issued and sold under the Plan and covered by the Registration Statement have been duly authorized and, when issued and sold in accordance with the Plan, will be validly issued, fully paid and nonassessable, provided that the consideration for such shares has a value not less than the par value thereof.
I am a member of the bar of the State of New York. In rendering this opinion, my examination of matters of law has been limited to the laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware, in each case as currently in effect, and I express no opinion as to the effect of the laws of any other jurisdiction.
I consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Elisa D. Garcia
Chief Legal Officer and Secretary
| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 5/24/22 | 4 | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/22/24 Macy’s, Inc. 10-K 2/03/24 114:11M Workiva Inc Wde… FA01/FA 3/24/23 Macy’s, Inc. 10-K 1/28/23 109:12M Workiva Inc Wde… FA01/FA 8/26/22 Macy’s, Inc. 10-Q 7/30/22 48:7M ActiveDisclosure/FA 6/07/22 Macy’s, Inc. 10-Q 4/30/22 49:5.3M ActiveDisclosure/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/23/22 Macy’s, Inc. 8-K:5 5/20/22 10:199K ActiveDisclosure/FA 3/30/22 Macy’s, Inc. 8-K:5,9 3/24/22 11:195K ActiveDisclosure/FA 3/25/22 Macy’s, Inc. 10-K 1/29/22 109:24M ActiveDisclosure/FA 3/10/22 Macy’s, Inc. 8-K:1,2,9 3/10/22 12:2.4M ActiveDisclosure/FA 3/08/22 Macy’s, Inc. 8-K:8,9 3/08/22 11:190K ActiveDisclosure/FA 3/03/22 Macy’s, Inc. 8-K:1,2,9 3/03/22 11:2.3M ActiveDisclosure/FA 3/02/22 Macy’s, Inc. 8-K:8,9 3/02/22 11:166K ActiveDisclosure/FA 3/02/22 Macy’s, Inc. 8-K:8,9 3/02/22 11:168K ActiveDisclosure/FA 2/25/22 Macy’s, Inc. 8-K:8 2/25/22 10:149K ActiveDisclosure/FA 2/25/22 Macy’s, Inc. 8-K:8,9 2/25/22 11:175K ActiveDisclosure/FA 3/25/21 Macy’s, Inc. 8-K:5,9 3/24/21 11:382K ActiveDisclosure/FA 3/30/20 Macy’s, Inc. 10-K 2/01/20 134:23M 5/24/11 Macy’s, Inc. 8-K:5,9 5/20/11 3:169K 5/18/10 Macy’s, Inc. 8-K:5,9 5/18/10 3:185K |