Attached files

file filename
EX-4.2 - EX-4.2 - NORTHERN TRUST CORPd394416dex42.htm
EX-4.1 - EX-4.1 - NORTHERN TRUST CORPd394416dex41.htm
EX-1.1 - EX-1.1 - NORTHERN TRUST CORPd394416dex11.htm
8-K - FORM 8-K - NORTHERN TRUST CORPd394416d8k.htm

Exhibit 5.1

 

May 8, 2017   

LOGO

 

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606-4637

 

Main Tel +1 312 782 0600

Main Fax +1 312 701 7711

www.mayerbrown.com

Northern Trust Corporation

50 South La Salle Street

Chicago, IL 60603

Re: Northern Trust Corporation Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Northern Trust Corporation, a Delaware corporation (the “Company”), in connection with the offer and sale of $350,000,000 aggregate principal amount of 3.375% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Securities”) as set forth in the Prospectus Supplement dated May 3, 2017 (the “Prospectus Supplement”) as filed with the Securities and Exchange Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended.

The Securities will be issued under an Indenture, dated as of May 8, 2017, between the Company and The Bank of New York Mellon Trust Company, National Association as Trustee (the “Trustee”) as supplemented by the First Supplemental Indenture, dated as of May 8, 2017, between the Company and the Trustee (collectively, the “Indenture”).

As special counsel to the Company, we have examined originals or copies certified or otherwise identified to our satisfaction of the Company’s Restated Certificate of Incorporation, as amended, the Company’s Bylaws, resolutions of the Company’s Board of Directors and such Company records, certificates and other documents and such questions of law as we considered necessary or appropriate for the purpose of this opinion. In rendering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.

Based upon and subject to the foregoing and to the assumptions, conditions and limitations set forth herein, we are of the opinion that upon the due execution, authentication, issuance and delivery of the Securities, and the receipt of the consideration therefor set forth in the Prospectus Supplement, the Securities will be valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors’ rights generally and subject to general principles of equity.


We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K and to being named in the Prospectus Supplement under the caption “Legal Matters” with respect to the matters stated therein.

 

Very truly yours,

/s/ Mayer Brown LLP

MAYER BROWN LLP