Exhibit 5.1
767 Fifth Avenue
New York, NY 10153-0119
+1 212 310 8000 tel
+1 212 310 8007 fax
February 2, 2015
Synchrony Financial
777 Long Ridge Road
Stamford, CT 06902
Ladies and Gentlemen:
We have acted as counsel to Synchrony Financial, a Delaware corporation (the Company), in connection with the offer and sale by the Company of $750,000,000 aggregate principal amount of 2.700% Senior Notes due 2020 (the 2020 Notes) and $250,000,000 aggregate principal amount of Floating Rate Senior Notes due 2020 (the Floating Rate Notes and, together with the 2020 Notes, the Notes), pursuant to the underwriting agreement dated as of January 26, 2015, among the Company, J.P. Morgan Securities LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Mizuho Securities USA Inc., as representatives of the several underwriters named therein.
In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of: (i) the Registration Statement on Form S-3 (File No. 333-200374) filed on November 19, 2014 (the Registration Statement); (ii) the prospectus, dated December 11, 2014 (the Base Prospectus), which forms a part of the Registration Statement; (iii) the prospectus supplement, dated January 26, 2015 (the Prospectus Supplement); (iv) the base indenture (the Base Indenture), dated as of August 11, 2014, between the Company and The Bank of New York Mellon, as trustee (the Trustee), as supplemented by the first supplemental indenture, dated as of August 11, 2014 (the First Supplemental Indenture), and as further supplemented by the second supplemental indenture, dated as of February 2, 2015 (the Second Supplemental Indenture, and together with the First Supplemental Indenture and the Base Indenture, the Indenture); (v) the global certificates representing the Notes; (vi) the Amended and Restated Certificate of Incorporation of the Company; (vii) the Amended and Restated Bylaws of the Company; and (viii) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
Based on the foregoing and subject to the qualifications stated herein, we are of the opinion that the Notes constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their terms, assuming the due authentication thereof by the Trustee.
The opinion expressed above is subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
The opinion expressed herein is limited to the laws of the State of New York and the corporate laws of the State of Delaware, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm under the caption Legal Matters in the Prospectus. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
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