EX-5.1 2 d827129dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

December 6, 2019

BB&T Corporation

200 West Second Street

Winston-Salem, NC 27101

 

  Re:

Registration Statement on Form S-4

Ladies and Gentlemen:

I am Senior Executive Vice President, General Counsel, Secretary and Chief Corporate Governance Officer of BB&T Corporation, a North Carolina corporation (the “Corporation”). Reference is made to the Registration Statement on Form S-4 (File No. 333-230179) (as amended, the “Initial Registration Statement,” which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit thereto) filed with the Securities and Exchange Commission (the “Commission”), relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of, among other securities, (i) shares of the Corporation’s perpetual preferred stock, series I, par value $5.00 per share (the “Series I Preferred Stock”) and (ii) depositary shares (evidenced by depositary receipts) each representing a 1/4,000th interest in a share of Series I Preferred Stock (the “Series I Depositary Shares”). My opinion has been requested with respect to the Registration Statement on Form S-4 filed pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration Statement” and together with the Initial Registration Statement, the “Registration Statements”) relating to up to an additional (x) 0.1065 shares of Series I Preferred Stock (the “Additional Preferred Stock”) and (y) 426 Series I Depositary Shares (the “Additional Depositary Shares), in each case to be issued in connection with the merger contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), between the Corporation and SunTrust Banks, Inc., a Georgia corporation (“SunTrust”), dated as of February 7, 2019 and amended as of June 14, 2019, pursuant to which SunTrust will merge with and into the Corporation, with the Corporation surviving the merger.

In connection with the foregoing, I, or others who report to me, have examined such records, documents and proceedings as we have deemed relevant as a basis for the opinion expressed herein. We have also examined the originals, or duplicates or certified or conformed copies, of such corporate records, minutes, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinion set forth below.

In making such examination and in rendering the opinion set forth below, we have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents, and the legal capacity of all individuals executing any of the foregoing documents. We have also assumed the Merger (as defined in the Merger Agreement) will be consummated in accordance with the terms of the Merger Agreement, without waiver of any condition, or amendment or waiver of any other term, relevant to the subject matter of this opinion.


BB&T Corporation

December 6, 2019

Page 2

 

Based on and subject to the foregoing, and subject to the qualifications, assumptions and limitations stated herein, it is my opinion that:

(1)    When the 462(b) Registration Statement has become effective under the Securities Act, articles of amendment to the Articles of Incorporation of the Corporation with respect to the Series I Preferred Stock substantially in the form included in the Initial Registration Statement have been duly filed with the Secretary of State of the State of North Carolina and the Additional Preferred Stock has been duly issued and delivered as provided in the Merger Agreement, the Additional Preferred Stock will be validly issued, fully paid and nonassessable.

(2)    When the terms of the Additional Depositary Shares and of their issuance have been duly established in conformity with the terms of the deposit agreement under which the Series I Depositary Shares have been issued (the “Deposit Agreement”) so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Corporation and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Corporation, the 462(b) Registration Statement has become effective under the Securities Act, the Deposit Agreement has been duly assumed by the Corporation pursuant to the Merger Agreement, the Additional Preferred Stock represented by the Additional Depositary Shares has been issued as contemplated by the Registration Statements and has been received by the depositary upon conversion of the corresponding series of perpetual preferred stock of SunTrust into Series I Preferred Stock, and the depositary receipts evidencing the Additional Depositary Shares have been issued in accordance with the Deposit Agreement and have become the issued Series I Depositary Shares of the Corporation as contemplated by the Registration Statements, the depositary receipts evidencing the Depositary Shares will be duly authorized.

This opinion is limited to the laws of the State of North Carolina, excluding local laws of the State of North Carolina (i.e., the statutes and ordinances, the administrative decisions and the rules and regulations of counties, towns, municipalities and special political subdivisions of, or authorities or quasi-governmental bodies constituted under the laws of, the State of North Carolina and judicial decisions to the extent they deal with any of the foregoing), and no opinion is expressed as to the effect of the laws of any other jurisdiction.

I hereby consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

This opinion is given on the basis of the law and the facts existing as of the date hereof. I undertake no obligation to advise you of any changes in applicable law or any other matters that may come to my attention after the date hereof.

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Very truly yours,

/s/ Robert J. Johnson, Jr.

Robert J. Johnson, Jr.

Senior Executive Vice President, General Counsel, Secretary and Chief Corporate Governance Officer

 

[Signature Page to 462(b) Opinion]