Exhibit 5.1
February 15, 2024
Arthur J. Gallagher & Co.
2850 Golf Road
Rolling Meadows, Illinois 60008
Re: | Arthur J. Gallagher & Co. |
Registration Statement on Form S-3 (File No. 333-277002)
Ladies and Gentlemen:
We have acted as special counsel to Arthur J. Gallagher & Co., a Delaware corporation (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3, file no. 333-277002 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included therein, the prospectus supplement, dated February 12, 2024, filed with the Commission on February 14, 2024 pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”), and the offering by the Company thereto of $500,000,000 aggregate principal amount of the Company’s 5.450% Senior Notes due 2034 (the “2034 Notes”) and $500,000,000 aggregate principal amount of the Company’s 5.750% Senior Notes due 2054 the “2054 Notes” and, together with the 2034 Notes, the “Notes”).
The Notes have been issued pursuant to the Indenture dated as of May 20, 2021 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented and modified in respect of the Notes by the Officers’ Certificate pursuant to the Base Indenture, dated as of February 15, 2024 (the “Officers’ Certificate”) (the Base Indenture, as so supplemented and modified, the “Indenture”).
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Base Indenture, the Officers’ Certificate, and the Notes and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.
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