Lowe’s Companies, Inc., p. 2
(a) the Registration Statement;
(b) the Prospectus;
(c) an executed copy of the underwriting agreement dated September 6, 2022 between the Company and the several underwriters named in Schedule A thereto;
(d) an executed copy of each of the Base Indenture and the Supplemental Indenture; and
(e) a facsimile copy of the Securities in global form as executed by the Company and authenticated by the Trustee.
In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.
In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Securities are the valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture.
Insofar as the foregoing opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Company, (a) we have assumed that the Company and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company regarding matters of the law of the State of New York that in our experience normally would be applicable to general business entities with respect to such agreement or obligation) and (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.
In giving the foregoing opinion relating to the validity, binding effect or enforceability of any agreement or obligation of the Company, as to matters relating to the law of the State of North Carolina we have assumed, without independent investigation, the correctness of the opinion of Moore & Van Allen PLLC, a copy of which is filed as Exhibit 5.1 to the Current Report on Form 8-K of the Company dated September 8, 2022 (the “September 8, 2022 8-K”), and our opinion is subject to all of the limitations and qualifications contained therein.
The foregoing opinion is limited to the law of the State of New York.