Attached files
file | filename |
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EX-1.1 - EX-1.1 - CONAGRA BRANDS INC. | d637906dex11.htm |
8-K - FORM 8-K - CONAGRA BRANDS INC. | d637906d8k.htm |
Exhibit 5.1
90 SOUTH SEVENTH STREET SUITE 4950 MINNEAPOLIS, MINNESOTA 55402
TELEPHONE: +1.612.217.8800 FACSIMILE: +1.844.345.3178
October 12, 2018
Conagra Brands, Inc.
222 Merchandise Mart Plaza, Suite 1300
Chicago, Illinois 60654
Re: | Up to 17,943,263 Shares of Common Stock of Conagra Brands, Inc. |
Ladies and Gentlemen:
We have acted as counsel for Conagra Brands, Inc., a Delaware corporation (the Company), in connection with the issuance and sale of up to 17,943,263 shares (the Shares) of the Companys common stock, par value $5.00 per share, pursuant to the Underwriting Agreement, dated as of October 9, 2018 (the Underwriting Agreement), by and among the Company and Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, acting as representatives of the several underwriters named therein (collectively, the Underwriters).
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares, when issued and delivered to the Underwriters pursuant to the terms of the Underwriting Agreement against payment of the consideration therefor as provided therein, will be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof filed by the Company and incorporated by reference into the Registration Statement on Form S-3 (Registration No. 333-227740) (the Registration Statement), filed by the Company to effect the registration of the Shares under the Securities Act of 1933 (the Act) and to the reference to Jones Day under the caption Legal Matters in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day
ALKHOBAR AMSTERDAM ATLANTA BEIJING BOSTON BRISBANE BRUSSELS CHICAGO CLEVELAND COLUMBUS DALLAS
DETROIT DUBAI DÜSSELDORF FRANKFURT HONG KONG HOUSTON IRVINE LONDON LOS ANGELES MADRID MELBOURNE
MEXICO CITY MIAMI MILAN MINNEAPOLIS MOSCOW MUNICH NEW YORK PARIS PERTH PITTSBURGH RIYADH
SAN DIEGO SAN FRANCISCO SÃO PAULO SHANGHAI SILICON VALLEY SINGAPORE SYDNEY TAIPEI TOKYO WASHINGTON