Exhibit 5.01
September 19, 2024
Citigroup Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
I am a Senior Vice President—Corporate Securities Issuance Legal of Citigroup Inc., a Delaware corporation (the “Company”). I refer to the offerings of (i) $3,000,000,000 4.542% Fixed Rate / Floating Rate Callable Senior Notes due September 19, 2030 of the Company (the “Senior Debt Securities”) and (ii) $1,100,000,000 5.411% Fixed Rate Reset Callable Subordinated Notes due September 19, 2039 of the Company (the “Subordinated Debt Securities” and together with the Senior Debt Securities, the “Securities”) pursuant to the registration statement on Form S-3ASR (No. 333-270327) and the prospectus dated March 7, 2023, as supplemented by the respective prospectus supplements, each dated September 12, 2024 (together, the “Prospectuses”). The Senior Debt Securities were issued pursuant to the senior debt indenture dated as of November 13, 2013, as amended (the “Senior Debt Indenture”), between the Company and The Bank of New York Mellon, as the trustee. The Subordinated Debt Securities were issued pursuant to the subordinated debt indenture dated as of April 12, 2001, as amended (the “Subordinated Debt Indenture” and together with the Senior Debt Indenture, the “Indentures”), between the Company and The Bank of New York Mellon, as successor trustee.
I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for the purposes of this opinion. In such examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures (other than those of officers of the Company), the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the original of such copies.
Upon the basis of the foregoing, I am of the opinion that the Securities have been validly authorized and are validly issued and outstanding obligations of the Company enforceable in accordance with their terms and entitled to the benefits of the respective Indentures (subject, as to enforcement, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law).
