TORONTO DOMINION BANK (Form: 6-K, Received: 03/11/2019 16:38:34)

THE TORONTO-DOMINION BANK

DATE: March 11, 2019

/s/ Brooke Hales

Brooke Hales

Associate Vice President, Funding, Treasury and Balance Sheet Management

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934


For the month of March 2019.		Commission File Number: 001-14446

The Toronto-Dominion Bank

(Translation of registrant’s name into English)

c/o General Counsel’s Office

P.O. Box 1, Toronto Dominion Centre,

Toronto, Ontario, M5K 1A2

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.


Form 20-F ☐		Form 40-F ☑

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

This Report on Form 6-K and the exhibits hereto are incorporated by reference as exhibits to the Bank’s Registration Statement on Form F-3 which was originally filed with the Securities and Exchange Commission on May 31, 2016 (File No. 333- 211718).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX


Exhibit		Description

5.1		Opinion of Simpson Thacher & Bartlett LLP, U.S. counsel for the Bank.

5.2		Opinion of McCarthy Tétrault LLP, Canadian counsel for the Bank.

23.1		Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1 above).

23.2		Consent of McCarthy Tétrault LLP (included in Exhibit 5.2 above).

Exhibit 5.1

March 11, 2019

The Toronto-Dominion Bank

TD Bank Tower

Toronto-Dominion Centre

Toronto, Ontario M5K 1A2

Canada

Ladies and Gentlemen:

We have acted as U.S. counsel to The Toronto-Dominion Bank, a bank chartered under the Bank Act (Canada) (the “Bank”), in connection with the Registration Statement on Form F-3 (File No. 333-211718) filed by the Bank with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), as it became effective under the Securities Act (the “Registration Statement”), relating to the issuance by the Bank of US$1,250,000,000 aggregate principal amount of 3.250% Senior Medium-Term Notes, Series C, due 2024 (the “Notes”). The Notes will be issued under an Indenture, dated as of June 30, 2006 (the “Base Indenture”), between the Bank and The Bank of New York Mellon, as Trustee (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of September 24, 2018 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

We have examined the Registration Statement, the Indenture, the Terms Agreement, dated March 4, 2019, among the Bank and the agents named therein, which incorporates by reference certain provisions of the Distribution Agreement, dated June 30, 2016, between the Bank and TD Securities (USA) LLC (together, the “Distribution Agreement”) and a duplicate of the global master note representing the Notes. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such 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 other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth.

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.

In rendering the opinion set forth below, we have further assumed that (1) the Bank is validly existing and in good standing under Canadian law and has duly authorized, executed, issued and delivered the Distribution Agreement, the Indenture and the Notes, as applicable, in accordance with the Bank Act (Canada), the Bank’s by-laws and Canadian law, (2) the execution, issuance, delivery and performance by the Bank of the Distribution Agreement, the Indenture and the Notes, as applicable, do not constitute a breach or violation of the Bank Act (Canada) or the Bank’s by-laws, or violate Canadian law or the law of any other jurisdiction (except that no such assumption is made with respect to the law of the State of New York or the federal law of the United States) and (3) the execution, issuance, delivery and performance by the Bank of the Distribution Agreement, the Indenture and the Notes, as applicable, do not constitute a breach or default under any agreement or instrument which is binding upon the Bank.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that, assuming the due authentication thereof by the Trustee and upon payment and delivery in accordance with the Distribution Agreement, the Notes will constitute valid and legally binding obligations of the Bank enforceable against the Bank in accordance with their terms; provided that we express no opinion with respect to Section 1.02 of the First Supplemental Indenture or the provisions of the Notes relating to the Bail-in Regime (as such term is defined in the Indenture) that, under the terms of the Notes, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Our opinion set forth above is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing and (iv) the effects of the possible application of foreign laws or foreign governmental or judicial action affecting creditors’ rights.

In connection with Section 12.05 of the Base Indenture whereby the parties submit to the jurisdiction of the courts of the United States of America in the Borough of Manhattan in the City of New York, we note the limitations of 28 U.S.C. Sections 1331 and 1332 on subject matter jurisdiction of the U.S. federal courts.

We do not express any opinion herein concerning any law other than the law of the State of New York and the federal law of the United States. We understand that you will be relying with respect to all matters of Canadian law on the opinion of McCarthy Tétrault LLP, Canadian counsel to the Bank, dated the date hereof.

We hereby consent to the filing of this opinion letter as an exhibit to a Report on Form 6-K of the Bank filed with the Commission and to the incorporation by reference of this opinion into the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

Exhibit 5.2

McCarthy Tétrault LLP

Box 48, Suite 5300

Toronto Dominion Bank Tower

Toronto ON M5K 1E6

Canada

March 11, 2019

The Toronto-Dominion Bank
P.O. Box 1
Toronto-Dominion Centre
Toronto, Ontario
M5K 1A2

Dear Sirs/Mesdames:

Re:

The Toronto-Dominion Bank – Issue of US$1,250,000,000

Aggregate

Principal Amount of 3.250% Senior Medium-Term Notes, Series C, due 2024

We have acted as Canadian counsel for The Toronto-Dominion Bank (the “Bank”) in connection with the issue and sale today by the Bank of US$1,250,000,000 aggregate principal amount of 3.250% Senior Medium-Term Notes, Series C, due 2024 (the “Notes”) pursuant to the Terms Agreement dated March 4, 2019 among the Bank and the agents named therein, which incorporates by reference certain provisions of the Distribution Agreement dated June 30, 2016 between the Bank and TD Securities (USA) LLC (together, the “Distribution Agreement”).

The Notes are being offered for sale pursuant to a Registration Statement on Form F-3 (the “Registration Statement”) and the Bank’s prospectus dated June 30, 2016 with respect to the offering from time to time of senior debt securities of the Bank (the “Base Shelf Prospectus”), as supplemented by a prospectus supplement of the Bank dated September 24, 2018 (the “Prospectus Supplement”), as further supplemented by a pricing supplement dated March 4, 2019 (together with the Base Shelf Prospectus and the Prospectus Supplement, the “Prospectus”) and will be issued under a trust indenture dated as of June 30, 2006 between the Bank and The Bank of New York Mellon (as successor in interest to The Bank of New York), as trustee, as supplemented by a first supplemental indenture dated September 24, 2018 between the Bank and The Bank of New York Mellon, as trustee (together, the “Indenture”).

As such counsel, we have examined originals or copies, certified or otherwise identified to our satisfaction, of each of the following documents:

(i)

the Prospectus;

(ii)

the Distribution Agreement; and

(iii)

the Indenture.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, records of corporate proceedings, certificates and acknowledgements of officers of the Bank and of governmental officials and such other material as we have considered necessary or appropriate for the purpose of the opinions hereinafter expressed.

For purposes of the opinions hereinafter expressed, we have assumed that:

(i)

the documents examined by us which purport to be originals are authentic and those which purport to be copies, whether facsimile, electronic, photostatic, certified or otherwise, conform with the originals thereof and the signatures on all documents examined or received by us are genuine;

(ii)

the indices and filing systems maintained at the public offices and registries where we have searched or made enquiries and the information and advice provided to us by appropriate government, regulatory and other like officials with respect to those matters referred to herein, are accurate, current and complete; and

(iii)

each of the documents, instruments or agreements executed in connection with the issue, sale or distribution of the Notes is within the capacity of, and has been validly authorized, executed and delivered and, if applicable, certified by, each party other than the Bank.

LOGO

For purposes of the opinion expressed in paragraph 1 below, we have relied upon a certificate of confirmation dated March 8, 2019 issued in respect of the Bank by the Office of the Superintendent of Financial Institutions Canada.

The opinions expressed below are limited to the laws of the Province and the federal laws of Canada applicable therein as such laws exist and are construed as at the date hereof.

Based upon the foregoing and subject to the qualifications expressed herein, we are of the opinion that:

1.	The Bank is validly existing as a bank under the Bank Act (Canada) and has the corporate power to create, issue and sell the Notes.

The Notes have been duly authorized, executed, issued and, to the extent delivery is a matter governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, delivered by the Bank and, to the extent validity of the Notes is a matter governed by the laws of the Province of Ontario, or the federal laws of Canada applicable therein, the Notes are valid obligations of the Bank.

3.	The Distribution Agreement has been duly authorized, executed and, to the extent delivery is a matter governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, delivered by the Bank.

The Indenture has been duly authorized, executed and, to the extent delivery is a matter governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, delivered by the Bank and, with respect to the provisions thereof governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, constitutes a legal, valid and binding obligation of the Bank enforceable against it in accordance with its terms.

The statements in the Prospectus Supplement under the heading “Tax Consequences—Canadian Taxation”, insofar as such statements constitute a summary of the Canadian federal income tax laws referred to therein, are a fair and accurate summary of such laws in all material respects, subject to the assumptions, limitations and qualifications stated or referred to in such Prospectus Supplement.

Our opinion in paragraph 4 above as to the enforceability of the Indenture is subject to the qualifications that:

(i)

the enforceability thereof is subject to applicable bankruptcy, insolvency, reorganization, arrangement, winding up, moratorium and other laws of general application limiting the enforcement of creditors’ rights generally and to general principles of equity, including that specific performance, injunctive relief and other equitable remedies may be granted only in the discretion of a court of competent jurisdiction (each, a “Court”);

(ii)

the Currency Act (Canada), in effect, precludes a Court in Canada from giving judgment in any currency other than lawful money of Canada; and

(iii)

the enforceability thereof is subject to the Limitations Act, 2002 (Ontario) and we express no opinion whether a Court might find any provision in the Indenture to be unenforceable as an attempt to vary, suspend or exclude the ultimate limitation period established by Section 15 of that Act.

This opinion is addressed to you and is solely for your benefit in connection with the transactions contemplated above and is not to be used, relied on, circulated or quoted from by any other person or for any other purpose without our prior written consent.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 6-K to be incorporated by reference in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933.

Yours truly,

/s/ McCarthy Tétrault LLP

McCarthy Tétrault LLP