Exhibit 5.2
June 8, 2023
Truist Financial Corporation
214 N. Tryon Street
Charlotte, North Carolina 28202
Re: | $1,500,000,000 6.047% Fixed-to-Floating Rate Medium-Term Notes, Series G (Senior), due June 8, 2027 (the “2027 Senior Notes”) and $1,750,000,000 5.867% Fixed-to-Floating Rate Medium-Term Notes, Series G (Senior), due June 8, 2034 (the “2034 Senior Notes” and together with the 2027 Senior Notes, the “Notes”) |
Ladies and Gentlemen:
We are the Senior Executive Vice President, Chief Legal Officer, Head of Public Affairs, and Corporate Secretary and the Senior Vice President and Associate General Counsel, respectively, of Truist Financial Corporation, a North Carolina corporation (the “Company”). Our opinion has been requested in connection with the issuance and sale of the above-referenced Notes pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-261845) filed on December 22, 2021 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), a final prospectus supplement (including base prospectus), dated March 11, 2022, as further supplemented by, a final Pricing Supplement No. 8, dated June 5, 2023, and a final Pricing Supplement No. 9, dated June 5, 2023 (collectively, the “Prospectuses”), the Syndicated Underwriting Agreement, dated June 5, 2023 (the “Syndicated Underwriting Agreement”), between the Company, on one hand, and Truist Securities, Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters, on the other hand, which Syndicated Underwriting Agreement is delivered pursuant to the Distribution Agreement, dated as of June 30, 2017 (the “Distribution Agreement”), between the Company and the agents listed on Schedule A thereto.
The Notes are being issued under that certain Indenture Regarding Senior Securities, dated as of May 24, 1996, as amended by the First Supplemental Indenture, dated as of May 4, 2009, and the Second Supplemental Indenture, dated as of June 6, 2022 (as so amended, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association, a national banking association and successor to the corporate trust business of State Street Bank and Trust Company), as trustee (the “Trustee”), copies of which are incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q, filed with the Commission on August 14, 1996, Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the Commission on May 4, 2009, and