Exhibit 5.1
[Letterhead of Sullivan & Cromwell LLP]
July 22, 2024
The Bank of New York Mellon
Corporation,
240 Greenwich Street,
New
York, NY 10286.
Ladies and Gentlemen:
In
connection with the registration under the Securities Act of 1933, as amended (the “Act”), of (i) $300,000,000 aggregate principal amount of the Company’s Floating Rate Callable Senior Medium-Term Notes Series J due 2028, $600,000,000
aggregate principal amount of the Company’s 4.890% Fixed Rate / Floating Rate Callable Senior Medium-Term Notes Series J due 2028, and $1,100,000,000 aggregate principal amount of the Company’s 5.060% Fixed Rate / Floating Rate Callable
Senior Medium-Term Notes Series J due 2032 (collectively, the “Senior Securities”) of The Bank of New York Mellon Corporation, a Delaware corporation (the “Company”), issued pursuant to the Senior Debt Indenture, dated as of
February 9, 2016 (the “Base Senior Indenture”), as supplemented by the First Supplemental Senior Debt Indenture, dated as of January 30, 2017 (together with the Base Senior Indenture, the “Senior Indenture”), each
between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Senior Trustee”), and (ii) $500,000,000 aggregate principal amount of the Company’s 5.606% Fixed Rate / Floating Rate Callable Senior Subordinated
Medium-Term Notes Series K due 2039 (together with the Senior Securities, the “Securities”), issued pursuant to the Senior Subordinated Debt Indenture, dated February 9, 2016 (the “Base Senior Subordinated Indenture”), as
supplemented by the First Supplemental Senior Subordinated Debt Indenture, dated January 30, 2017 (together with the Base Senior Subordinated Indenture, the “Senior Subordinated Indenture” and, together with the Senior Indenture, the
“Indentures”), each between the Company and Wilmington Trust, National Association, as trustee (the “Senior Subordinated Trustee” and, together with the Senior Trustee, the “Trustees”), we, as your counsel, have
examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is our opinion that the Securities
constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to
general equity principles.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure
in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.