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EX-4.2 - EX-4.2 - Walt Disney Cod893789dex42.htm
EX-1.1 - EX-1.1 - Walt Disney Cod893789dex11.htm
8-K - 8-K - Walt Disney Cod893789d8k.htm

Exhibit 5.1

 

LOGO

March 30, 2020

The Walt Disney Company

C$1,300,000,000 3.057% Notes due 2027

Ladies and Gentlemen:

We have acted as counsel for The Walt Disney Company, a Delaware corporation (the “Company”), and the Guarantor (as defined below), in connection with the public offering and sale by the Company of C$1,300,000,000 aggregate principal amount of its 3.057% Notes due 2027 (the “Notes”) to be issued pursuant to the Indenture dated as of March 20, 2019 (the “Indenture”), among the Company, the Guarantor and Citibank, N.A., as trustee (the “Trustee”). The Notes will be unconditionally guaranteed (the “Guarantee”) by TWDC Enterprises 18 Corp., a Delaware corporation (the “Guarantor”).

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including: (a) the Indenture; (b) the Registration Statement on Form S-3 (Registration No. 333-233595) filed with the Securities and Exchange Commission (the “Commission”) on September 3, 2019 (the “Registration Statement”), with respect to registration under the Securities Act of 1933, as amended (the “Securities Act”) of an unlimited aggregate amount of various securities of the Company and the Guarantor, to be issued from time to time by the Company and the Guarantor; (c) the related Prospectus dated September 3, 2019 (together with the documents incorporated therein by reference, the “Basic Prospectus”); (d) the Prospectus Supplement dated March 26, 2020, filed with the Commission pursuant to Rule 424(b) and Rule 430B of the General Rules and Regulations under the Securities Act (together with the Basic Prospectus, the “Prospectus”); and (e) a specimen global certificate for the Notes. As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Company and the Guarantor and documents furnished to us by the Company and the Guarantor without independent verification of their accuracy. In expressing the opinions set forth herein, we have assumed, with your consent and without independent investigation or verification, the


genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as duplicates or copies. We also have assumed, with your consent, that the Indenture has been duly authorized, executed and delivered by, and represents a legal, valid and binding obligation of, the Trustee.

Based on the foregoing and subject to the qualifications set forth herein, we are of opinion that when the Notes are authenticated in accordance with the provisions of the Indenture and delivered and paid for (i) the Notes will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law) and (ii) the Guarantee will constitute a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).

Courts in the United States have not customarily rendered judgments for money damages denominated in any currency other than United States dollars. Section 27(b) of the Judiciary Law of the State of New York provides, however, that a judgment or decree in an action based upon an obligation denominated in a currency other than United States dollars shall be rendered in the foreign currency of the underlying obligation and converted into United States dollars at the rate of exchange prevailing on the date of the entry of the judgment or decree. We express no opinion as to whether a Federal court would render a judgment other than in United States dollars.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on March 30, 2020, and to the incorporation by reference of this opinion into the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement dated March 26, 2020 forming a part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States of America.

 

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Very truly yours,

/s/ Cravath, Swaine & Moore LLP

The Walt Disney Company

500 South Buena Vista Street,

Burbank, California 91521

TWDC Enterprises 18 Corp.

500 South Buena Vista Street,

Burbank, California 91521

 

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