Exhibit 4.1
[Form of Senior Note due 2033]
UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK, S.A./N.V., AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”)
AND CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM,” AND TOGETHER WITH EUROCLEAR, “EUROCLEAR
/ CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF EUROCLEAR / CLEARSTREAM (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR / CLEARSTREAM), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN
INTEREST HEREIN.
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No. R-
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€
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CUSIP No. 713448 FH6
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ISIN XS2397367421
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Common Code 239736742
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PEPSICO, INC.
0.750% SENIOR NOTE DUE 2033
PEPSICO, INC., a corporation in existence under
the laws of the State of North Carolina (herein called the “Company,” which term includes any successor corporation
under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to The Bank of New York Depository
(Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, a common depositary for Euroclear Bank S.A./N.V. and Clearstream
Banking, société anonyme, the principal sum of € on October 14, 2033, and to pay interest on said principal
sum annually on October 14 of each year, commencing October 14, 2022, at the rate of 0.750% per annum from October 14, 2021, or from the
most recent date in respect of which interest has been paid or duly provided for, until payment of the principal sum has been made or
duly provided for. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in
the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business
on the Record Date for such Interest Payment Date, which shall be the September 30 (whether or not a Business Day) next preceding such
Interest Payment Date. Any such interest that is payable but is not so punctually paid or duly provided for shall forthwith cease to be
payable to the registered Holder on such Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Notes not earlier than 10 days prior to such Special Record Date, or may be paid
at any time in any other lawful manner not inconsistent with the requirements of the Nasdaq Bond Exchange (“Nasdaq”)
on which the Notes are expected to be listed and upon such notice as may be required by Nasdaq, if such manner of payment shall be deemed
practical by the Trustee, all as more fully provided in the Indenture.
Interest will be computed on the basis of the
actual number of days in the period for which interest is being calculated and the actual number of days from and including the date from
which interest begins to accrue for the period (or from October 14, 2021 if no interest has been paid on the Notes) to, but excluding,
the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of
the International Capital Markets Association.
“Business Day” means any day,
other than a Saturday or Sunday, (1) which is not a day on which banking institutions in the City of New York or the City of London are
authorized or required by law or executive order to close and (2) on which the Trans-European Automated Real-time Gross Settlement Express
Transfer system (the TARGET2 system), or any successor thereto, operates. If any Interest Payment Date, the maturity date or any Redemption
Date is not a Business Day, then the related payment for such Interest Payment Date, maturity date or Redemption Date shall be paid on
the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, maturity date or Redemption
Date, as the case may be, and no further interest shall accrue as a result of such delay.
Payment of the principal of and interest on this
Note will be made at the Place of Payment; provided, however, that payments of interest may be made at the option of the Company by funds
transmitted to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register.
Principal and interest payments, including
payments made upon any redemption, in respect of this Note will be payable in euro. If the euro is unavailable to the Company due to
the imposition of exchange controls or other circumstances beyond the Company’s control or if the euro is no longer being used
by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of
transactions by public institutions of or within the international banking community, then all payments in respect of this Note will
be made in U.S. dollars until the euro is again available to the Company and so used. In such circumstances, the amount payable on
any date in euro will be converted into U.S. dollars on the basis of the then most recently available market exchange rate for euro,
as determined by the Company in its sole discretion. Any payment in respect of this Note so made in U.S. dollars will not constitute
an Event of Default under this Note or the Indenture. Neither the Trustee nor the Paying Agent shall be responsible for any
calculation or conversion in connection with the foregoing.
Initially, The Bank of New York Mellon, London
Branch will act as Paying Agent. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent,
to appoint additional or other Paying Agents and to approve any change in the office through which any Paying Agent acts.
Reference is made to the further provisions of
this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless the certificate
of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed by manual or facsimile signature under its corporate seal or a facsimile thereof.
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Dated:
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, 2021
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PEPSICO, INC.
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[seal]
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
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The Bank of New York Mellon, as Trustee
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By:
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Authorized Signatory
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Dated:
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[REVERSE OF NOTE]
PEPSICO, INC.
0.750% SENIOR NOTE DUE 2033
This Note is one of a duly authorized issue of
debentures, notes or other evidences of indebtedness of the Company (herein called the “Securities”), issued and to
be issued in one or more series under an Indenture, dated as of May 21, 2007 (herein called the “Indenture”), between
the Company and The Bank of New York Mellon, as Trustee (herein called the “Trustee,” which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Company, the Trustee, and the Holders of the Securities, the terms upon which the Securities are,
and are to be, authenticated and delivered, and the definition of capitalized terms used herein and not otherwise defined herein. The
Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may be denominated
in different currencies, may mature at different times, may bear interest (if any) at different rates (which rates may be fixed or variable),
may be subject to different redemption provisions (if any), may be subject to different sinking, purchase, or analogous funds (if any),
may be subject to different covenants and Events of Default, and may otherwise vary as provided in the Indenture. This Note is one of
a series of Securities of the Company designated as set forth on the face hereof (herein called the “Notes”), initially
limited in aggregate principal amount to €1,000,000,000.
The Company will have the right, at its option,
to redeem any of the Notes in whole or in part, at any time or from time to time prior to July 14, 2033 (three months prior to the maturity
date of the Notes) (the “Par Call Date”) at a Redemption Price (calculated by the Company) equal to the greater of
(i) 100% of the principal amount of such Notes being redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments
(as defined below) of principal and interest thereon (exclusive of interest accrued to the date of redemption), assuming for such purpose
that the Notes matured on the Par Call Date, discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable
Comparable Government Bond Rate (as defined below) plus 15 basis points, plus, in each case, accrued and unpaid interest thereon to, but
not including, the date of redemption. The Company shall make all calculations relating to the Redemption Price.
The Company will have the right, at its option,
to redeem any of the Notes in whole or in part, at any time or from time to time on or after the Par Call Date, at a Redemption Price
equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the
date of redemption.
Except as otherwise provided herein, redemption
of the Notes shall be made in accordance with the terms of Article 11 of the Indenture.
“Comparable Government Bond Rate”
means, with respect to any Redemption Date, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded
upwards), at which the gross redemption yield on the Notes, if they were to be purchased at such price on the third Business Day prior
to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond
(as defined below) on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on
such Business Day as determined by an independent investment bank selected by the Company.
“Comparable Government Bond”
means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by
the Company, a German government bond whose maturity is closest to the maturity of the Notes, assuming for such purpose that the Notes
matured on the Par Call Date, or if such independent investment bank in its discretion considers that such similar bond is not in issue,
such other German government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in,
German government bonds selected by the Company, determine to be appropriate for determining the Comparable Government Bond Rate.
“Remaining Scheduled
Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related Redemption Date but for such redemption, assuming for such purpose that such
Note matured on the Par Call Date; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to
such Note, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced by the amount of
interest accrued thereon to such Redemption Date.
On and after the Redemption Date, interest will
cease to accrue on the Notes or any portion thereof called for redemption (unless the Company defaults in the payment of the Redemption
Price and accrued interest). On or before the Redemption Date, the Company will deposit with the Trustee or its agent money sufficient
to pay the Redemption Price of and (unless the redemption date shall be an Interest Payment Date) accrued and unpaid interest to the Redemption
Date on the Notes to be redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected
in accordance with applicable Depositary procedures. Additionally, the Company may at any time repurchase Notes in the open market and
may hold or surrender such Notes to the Trustee for cancellation.
If, as a result of any change in, or amendment
to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing authority in the United States),
or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings,
which change or amendment is announced or becomes effective on or after October 7, 2021, the Company becomes or, based upon a written
opinion of independent counsel selected by the Company, will become obligated to pay additional amounts as described below with respect
to the Notes, then the Company may at any time at its option redeem, in whole, but not in part, the Notes at a Redemption Price equal
to 100% of their principal amount, together with accrued and unpaid interest on those Notes to, but not including, the date fixed for
redemption.
The Company will, subject to the exceptions and
limitations set forth below, pay as additional interest on the Notes such additional amounts as are necessary in order that the net payment
by the Company of the principal of and interest on the Notes to a Holder who is not a United States person (as defined below), after withholding
or deduction for any present or future tax, assessment or other governmental charge imposed by the United States or a taxing authority
in the United States, will not be less than the amount provided in the Notes to be then due and payable; provided, however, that the foregoing
obligation to pay additional amounts shall not apply:
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(1)
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to any tax, assessment or other governmental charge that is imposed by reason of the Holder (or the beneficial owner for whose benefit
such Holder holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust,
partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
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(a)
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being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the
United States;
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(b)
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having a current or former connection with the United States (other than a connection arising solely as a result of the ownership
of the Notes, the receipt of any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident
of the United States;
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(c)
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being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United
States federal income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax;
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(d)
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being or having been a “10-percent shareholder” of the Company as defined in Section 871(h)(3) of the United States Internal
Revenue Code of 1986, as amended (the “Code”) or any successor provision; or
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(e)
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being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of
its trade or business;
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(2)
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to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or
limited liability company, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect
to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the
payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive
share of the payment;
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(3)
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to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other
person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity
or connection with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation
of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a
precondition to exemption from such tax, assessment or other governmental charge;
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(4)
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to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a Paying Agent
from the payment;
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(5)
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to any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative
or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs
later;
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(6)
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to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment
or other governmental charge;
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(7)
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to any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of or
interest on any Note, if such payment can be made without such withholding by at least one other Paying Agent;
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(8)
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to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of any
Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or
the date on which payment thereof is duly provided for, whichever occurs later;
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(9)
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to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner being a bank
(i) purchasing the Notes in the ordinary course of its lending business or (ii) that is neither (A) buying the Notes for investment purposes
only nor (B) buying the Notes for resale to a third-party that either is not a bank or holding the Notes for investment purposes only;
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(10)
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to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Internal Revenue Code (or any
amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant
to Section 1471(b) of the Internal Revenue Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental
agreement entered into in connection with the implementation of such sections of the Internal Revenue Code; or
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(11)
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in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8), (9) and (10).
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The Notes are subject in all cases to any tax,
fiscal or other law or regulation or administrative or judicial interpretation applicable to the Notes. Except as noted above, the Company
will not be required to make any payment for any tax, assessment or other governmental charge imposed by any government or a political
subdivision or taxing authority of or in any government or political subdivision.
As used above, the term “United States”
means the United States of America (including the states of the United States and the District of Columbia and any political subdivision
thereof) and the term “United States person” means any individual who is a citizen or resident of the United States for U.S.
federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States,
any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person under
any applicable Treasury regulations), or any estate or trust the income of which is subject to United States federal income taxation regardless
of its source.
Notice of any redemption will be transmitted
at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed (or delivered
electronically in accordance with the procedures of the Depositary). If fewer than all of the Notes are to be redeemed, the
particular Notes to be redeemed, in the case of Notes in global form, shall be selected in accordance with the procedures of the
Depositary. In the case of physical Notes in definitive form, such selection shall be done by the Trustee by lot. If any Note is to
be redeemed only in part, the notice of redemption that relates to such Note shall state the principal amount thereof to be
redeemed. A new Note in principal amount equal to and in exchange for the unredeemed portion of the principal of the Note
surrendered may be issued in the name of the Holder of the Note upon surrender of the original Note.
The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Securities of each series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority
in aggregate principal amount of the Securities at the time Outstanding of each series to be affected by such amendment or modification.
The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series
at the time Outstanding, on behalf of the Holders of Securities of such series, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this
Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.
The Indenture contains provisions setting forth
certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture or for any remedy under the
Indenture.
If an Event of Default with respect to the Notes
shall occur and be continuing, the principal amount hereof may be declared due and payable or may be otherwise accelerated in the manner
and with the effect provided in the Indenture.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registerable in the Security Register, upon surrender of this Note for registration
of transfer at the office or agency of the Company in any Place of Payment duly endorsed, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed, by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued
to the designated transferee or transferees.
The Notes are issuable only in registered form
without coupons in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, this Note is exchangeable for certificated notes in definitive form of
like tenor in minimum denominations of €100,000 principal amount and integral multiples of €1,000 in excess thereof if (i) the
Depositary provides notification that it is unwilling, unable or no longer qualified to continue as depositary for the global notes and
a successor is not appointed within 90 days; (ii) the Company in its discretion at any time determines not to have all the Notes represented
by the global note; or (iii) default entitling the Holders of Notes to accelerate the maturity thereof has occurred and is continuing.
Any Note that is exchangeable as above is exchangeable for certificated notes issuable in authorized denominations and registered in such
names as the common depositary shall direct. Subject to the foregoing, a global note is not exchangeable, except for a global note of
the same aggregate denomination to be registered in the name of the common depositary (or its nominee).
Payments (including principal, interest and any
additional amounts) and transfers with respect to the Notes in certificated form may be executed at the office or agency maintained for
such purpose within the City of London (initially the office of the Paying Agent maintained for such purpose) or, at the Company’s
option, by check mailed to the Holders thereof at the respective addresses set forth in the register of Holders of the Notes, provided
that all payments (including principal, interest and any additional amounts) on certificated notes, for which the Holders thereof have
given wire transfer instructions, will be required to be made by wire transfer of immediately available funds to the accounts specified
by the Holders thereof.
No service charge shall be made for any such registration
or transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.
Prior to the presentment of this Note for registration
of transfer, the Company, the Trustee, and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue,
and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary.
This Note may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, but all of which shall together constitute but one and the same instrument.
The signature of any officer on this Note may be manual or facsimile (including, for the avoidance of doubt, electronic). The seal of
the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted, or otherwise reproduced on this Note.
The Company and the Trustee, and each Holder of this Note by its acceptance hereof, acknowledge that for purposes of the Indenture, manually
affixing a signature by electronic means shall constitute a manual signature.
All terms used in this Note which are defined
in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto ____________________________________________
[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing _________________________ attorney to transfer such Note on the books of the Issuer, with full power of substitution in
the premises.
Dated:_______________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.
Exhibits 5.1 and 23.1
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Davis Polk & Wardwell llp
450 Lexington Avenue
New York, NY 10017
davispolk.com
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October 14, 2021
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
Ladies and Gentlemen:
We have acted as special counsel for PepsiCo, Inc. (the “Company”),
a North Carolina corporation, in connection with the Registration Statement on Form S-3 (File No. 333-234767) (the “Registration
Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities
Act of 1933, as amended (the “Securities Act”), for the registration by the Company of €1,000,000,000 aggregate principal
amount of its 0.750% Senior Notes due 2033 (the “Notes”). The Notes are to be issued pursuant to an Indenture (the “Indenture”)
dated as of May 21, 2007 between the Company and The Bank of New York Mellon, as trustee, and to be sold pursuant to a Terms Agreement
dated as of October 7, 2021 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019,
the “Terms Agreement”) among the Company and the several underwriters named therein.
We, as your counsel, have examined originals or copies of such documents,
corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of
rendering this opinion.
In rendering the opinion expressed herein, we have, without independent
inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete; (ii) all documents submitted
to us as copies conform to authentic, complete originals; (iii) all documents filed as exhibits to the Registration Statement that have
not been executed will conform to the forms thereof; (iv) all signatures on all documents that we reviewed are genuine; (v) all natural
persons executing documents had and have the legal capacity to do so; (vi) all statements in certificates of public officials and officers
of the Company that we reviewed were and are accurate; and (vii) all representations made by the Company as to matters of fact in the
documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions
and qualifications set forth below, we advise you that, in our opinion, when the Notes have been duly executed, authenticated, issued
and delivered in accordance with the Indenture and the Terms Agreement against payment therefor, the Notes will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that
we express no opinion as to (x) the enforceability of any waiver of rights under any usury or stay law and (y) the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.
In connection with the opinion expressed above, we have assumed
that (i) the Registration Statement became effective upon filing with the Commission and such effectiveness shall not have been
terminated or rescinded; and (ii) the Indenture and the Notes are valid, binding and enforceable agreements of each party thereto
(other than as expressly covered above in respect of the Company). We have also assumed that the execution, delivery and performance
of the Indenture and the Notes by the Company (x) have been duly authorized in accordance with the laws of the State of North
Carolina and (y) will not violate any applicable law or public policy or result in a violation of any provision of any instrument or
agreement binding upon the Company, or any restriction imposed by any court or governmental body having jurisdiction over the
Company.
We are members of the Bar of the State of New York, and the foregoing
opinion is limited to the laws of the State of New York.
We hereby consent to the filing of this opinion as an exhibit to a
Current Report on Form 8-K to be filed by the Company on the date hereof and to its incorporation by reference into the Registration Statement.
In addition, we consent to the reference to our name under the caption “Legal Opinions” in the preliminary prospectus supplement
dated October 7, 2021 and the prospectus supplement dated October 7, 2021, and under the caption “Validity of Securities”
in the prospectus dated November 18, 2019, each of which is a part of the Registration Statement. In giving this consent, we do not admit
that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell
LLP