KKR & Co. (KKR) 8-KEntry into a Material Definitive Agreement

We have acted as counsel to KKR & Co. Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by the Company of 23,000,000 shares of 6.00% Series C Mandatory Convertible Preferred Stock, par value $0.01 per share, with an initial liquidation preference of $50.00 per share (“Mandatory Convertible Preferred Stock”). The Mandatory Convertible Preferred Stock will be convertible into shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company pursuant to the certificate of designations (the “Certificate of Designations”) establishing the terms of the Mandatory Convertible Preferred Stock filed with the Secretary of State of the State of Delaware.

We have examined the Registration Statement; the Underwriting Agreement dated August 11, 2020 (the “Underwriting Agreement”), between the Company and the underwriters named therein pursuant to which the underwriters have agreed to purchase 23,000,000 shares of Mandatory Convertible Preferred Stock issued by the Company (the “Shares”); a form of the share certificate, which is an exhibit to the Registration Statement; and the Certificate of Designations.  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.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

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 Company’s Current Report on Form 8-K dated August 14, 2020 and to the use of our name under the caption  “Legal Matters” in the prospectus supplement relating to the Mandatory Convertible Preferred Stock included in the Registration Statement.