EX-5.1 3 d555352dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

LOGO

April 2, 2018

General Mills, Inc.

Number One General Mills Boulevard

Minneapolis, Minnesota 55426

Ladies and Gentlemen:

We have acted as special counsel to General Mills, Inc., a Delaware corporation (the “Company”), in connection with the Company’s offering of up to 25,000,000 shares (including up to 2,272,727 shares if the underwriters’ option to purchase additional shares is exercised in full) of the Company’s common stock, par value $0.10 per share (the “Securities”), pursuant to a registration statement on Form S-3 (No. 333-223919), as amended as of its most recent effective date (March 27, 2018), insofar as it relates to the Securities (as determined for purposes of Rule 430B(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”)) (as so amended, including the documents incorporated by reference therein but excluding Exhibit 25.1, the “Registration Statement”) and the prospectus dated March 26, 2018 (the “Base Prospectus”), as supplemented by the prospectus supplement thereto, dated March 27, 2018 (the “Prospectus Supplement” and, together with the Base Prospectus, including the documents incorporated by reference therein, the “Prospectus”).

In arriving at the opinion expressed below, we have reviewed the following documents:

 

  (a) the Registration Statement;

 

  (b) the Prospectus;

 

  (c) an executed copy of the underwriting agreement dated March 27, 2018 (the “Underwriting Agreement”) between the Company and the several underwriters named in Schedule II thereto;

 

  (d) the certificate of Equiniti Trust Company, as registrar and transfer agent for the Securities, certifying due delivery and registration of the Securities; and

 

Cleary Gottlieb Steen & Hamilton LLP or an affiliated entity has an office in each of the cities listed above.


General Mills, Inc., p. 2

 

  (e) the documents delivered by the Company pursuant to the Underwriting Agreement, including copies of the Company’s Restated Certificate of Incorporation and By-Laws, as amended, certified by the Secretary of State of the State of Delaware and the corporate secretary of the Company, respectively.

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and 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 have been validly issued by the Company and are fully paid and nonassessable.

The foregoing opinion is limited to the General Corporation Law of the State of Delaware.


General Mills, Inc., p. 3

 

We hereby consent to the use of our name in the Prospectus Supplement under the heading “Legal Matters” and in the Base Prospectus under the heading “Validity of Securities,” as counsel for the Company that has passed on the validity of the Securities and to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated April 2, 2018. In giving such 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 of the Securities and Exchange Commission thereunder. The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

 

    Very truly yours,
    CLEARY GOTTLIEB STEEN & HAMILTON LLP
    By:   /s/ Sung K. Kang
      Sung K. Kang, a Partner