Exhibit 5.1
599 Lexington Avenue
New York, NY 10022-6069
+1.212.848.4000
May 9, 2024
CVS Health Corporation
One CVS Drive
Woonsocket, RI 02895
CVS Health Corporation
$1,000,000,000 5.400% Senior Notes due 2029
$1,000,000,000 5.550% Senior Notes due 2031
$1,250,000,000 5.700% Senior Notes due 2034
$750,000,000 6.000% Senior Notes due 2044
$1,000,000,000 6.050% Senior Notes due 2054
Ladies and Gentlemen:
We have acted as counsel to CVS Health
Corporation, a Delaware corporation (the Company), in connection with the issuance and sale by the Company of $1,000,000,000 aggregate principal amount of the Companys 5.400% Senior Notes due 2029 (the
2029 Notes), $1,000,000,000 aggregate principal amount of the Companys 5.550% Senior Notes due 2031 (the 2031 Notes), $1,250,000,000 aggregate principal amount of the
Companys 5.700% Senior Notes due 2034 (the 2034 Notes), $750,000,000 aggregate principal amount of the Companys 6.000% Senior Notes due 2044 (the 2044 Notes), and $1,000,000,000
aggregate principal amount of the Companys 6.050% Senior Notes due 2054 (the 2054 Notes and, together with the 2029 Notes, the 2031 Notes, 2034 Notes and the 2044 Notes, the Notes), pursuant
to the Underwriting Agreement, dated May 7, 2024 (the Underwriting Agreement), among the Company and the underwriters named therein. The Notes will be issued pursuant to an indenture, dated as of August 15, 2006 (the
Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee).
In
that connection, we have reviewed originals or copies of the following documents:
|
(a) |
The Underwriting Agreement; |
|
(c) |
The Executive Officers Certificate pursuant to the Indenture dated May 9, 2024; and
|
|
(d) |
The Notes in global form as executed by the Company. |
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