EX-5.1 2 d607746dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

October 23, 2018

PayPal Holdings, Inc.

2211 North First Street

San Jose, California 95131

 

  Re:

PayPal Holdings, Inc.

          

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to PayPal Holdings, Inc., a Delaware corporation (the “Company”), in connection with the resale by the selling stockholders identified on Schedule I hereto (collectively, the “Selling Stockholders”) of up to 742,335 shares of common stock, par value $0.0001 per share (the “Shares”). We have been advised that the Shares were issued pursuant to the Share Purchase Agreement, dated as of May 17, 2018, among the Company and the Selling Stockholders (such Share Purchase Agreement, as amended, including the exhibits and schedules included therein, being hereinafter referred to as the “Share Purchase Agreement”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

In rendering the opinion stated herein, we have examined and relied upon the following:

(a) the registration statement on Form S-3 of the Company relating to the Shares filed on October 23, 2018 with the Securities and Exchange Commission (the “Commission”) under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), including the information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations (such registration statement being hereinafter referred to as the “Registration Statement”);

(b) the prospectus, dated October 23, 2018, which forms a part of and is included in the Registration Statement;

PayPal Holdings, Inc.

October 23, 2018

Page 2

 

(c) an executed copy of the Share Purchase Agreement;

(d) an executed copy of a certificate of Brian Yamasaki, Vice President, Corporate Legal and Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);

(e) a copy of the Company’s Restated Certificate of Incorporation certified by the Secretary of State of the State of Delaware as of October 19, 2018, and certified pursuant to the Secretary’s Certificate;

(f) a copy of the Company’s Amended and Restated Bylaws, as amended and in effect as of the date hereof and certified pursuant to the Secretary’s Certificate; and

(g) a copy of certain resolutions of the Board of Directors of the Company, adopted on May 14, 2018 and on September 26, 2018 and certain resolutions of the Special Transaction Committee thereof, adopted on May 16, 2018, each certified pursuant to the Secretary’s Certificate.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and the Selling Stockholders and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and the Selling Stockholders and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below, including the facts and conclusions set forth in the Secretary’s Certificate and the factual representations and warranties contained in the Share Purchase Agreement.

In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. With respect to our opinion set forth below, we have assumed that (i) the Company received the consideration for the Shares set forth in the Share Purchase Agreement and the applicable board resolutions and (ii) the issuance of the Shares has been registered in the Company’s share registry. As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and the Selling Stockholders and others and of public officials, including the factual representations and warranties set forth in the Share Purchase Agreement and those in the Secretary’s Certificate.

We do not express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”).

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and have been validly issued and are fully paid and nonassessable.

PayPal Holdings, Inc.

October 23, 2018

Page 3

 

We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

MJM

PayPal Holdings, Inc.

October 23, 2018

Page 4

 

Schedule I

 

Selling Stockholder

    Total Number of Shares to be Sold  

Adam Henric von Corswant

      10,067  

Alireza Behrooz

      2,847  

Anders Jansson

      1,984  

Andreas Thomas Rynvall Falk

      915  

Anna Sitnikova

      2,135  

Anne-Marie Sawdin Andric

      3,703  

Carl Åke Martin Åkesson

      1,423  

Carl Leo Edward Nilsson

      8,696  

Christos Stavropoulos

      3,701  

Clementine Marie Masson-Lecomte

      740  

Daniel Johan Ahremark

      5,069  

Daniel Jakob Bernholc

      2,288  

David Sakarias Pettersson Österdahl

      7,119  

Edgar Laurens Rouwenhorst

      7,119  

Elin Hanna Lewold

      2,135  

Elisabet Birgitta Maria Stigård

      1,423  

Eric Anders Olof Hansander

      1,423  

Erik Christoffer Jörgen Lindfors

      2,881  

Erik Staffan Emanuel Jonsson

      915  

FWH Stockholm AB(4)

      235,138  

Gamze Belloni

      1,281  

Goncalo Soares Melo de Oliveira

      2,277  

Hans Robert Käck

      2,222  

Ian Charles Robbins

      3,844  

Ikrom Hotamov

      2,269  

Ingemar Johan Varp

      1,423  

Janne Oskar Harju Lönn

      711  

Jennie Sara Madeleine Persson

      2,709  

Johan Bendz

      12,116  

PayPal Holdings, Inc.

October 23, 2018

Page 5

 

Selling Stockholder

    Total Number of Shares to be Sold  

Johan Jacob Gustafsson

      1,423  

Johan Ragnar Karlgrund

      711  

Justin Zeitler Drees

      1,601  

Karolina Maja-Karin Arvidsson

      740  

Klas Henrik Johansson

      1,372  

Kyle Addison Hitchcock

      2,847  

Lars Mårten Birger Strömberg

      8,258  

Magdalena Eva Micko

      1,423  

Malena Heed

      2,135  

Malin Anna Elisabet Buch

      3,872  

Maria Patricia Hedengren

      29,979  

Mario Fernando Sanchez De la Rosa

      740  

Mattias Eric Jähnke

      1,850  

Natalie Ida Eklund

      2,135  

Niclas Tunek

      1,423  

Nino Johannes Höglund

      4,983  

Oskar Johannes Erik Arndt

      12,814  

Patrik Viktor Karlsson

      2,135  

Per Johannes Löfgren

      2,696  

Ron Stolero

      9,115  

Ruben Flam

      4,974  

Sara Denree Kristina Arildsson

      54,847  

Sten Fredrik Bäckström

      2,538  

Timothy James Lord

      1,308  

Umut Anil Yurdakök

      1,423  

Xiaodong Xie

      1,423  

iChip Holding AB(5)

      252,997