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June 4, 2024
Bank of Montreal
1 First Canadian Place
18th Floor Toronto, ON
M5X 1A1 Dear Sirs/Mesdames:
Bank of Montreal US$750,000,000 5.370% Senior Notes due 2027, US$800,000,000
5.511% Senior Notes due 2031 and US$450,000,000 Floating Rate Notes due 2027 We
have acted as Canadian counsel to Bank of Montreal (the Bank) in connection with the issue and sale today (the Offering) by the Bank of US$750,000,000 aggregate principal amount of the Banks 5.370% Senior
Notes due 2027 (the 2027 Fixed Rate Notes), US$800,000,000 aggregate principal amount of the Banks 5.511% Senior Notes due 2031 (the 2031 Fixed Rate Notes) and US$450,000,000 aggregate principal amount of
the Banks Floating Rate Notes due 2027 (the Floating Rate Notes, and together with the 2027 Fixed Rate Notes and the 2031 Fixed Rate Notes, the Notes), constituting part of the Senior Medium-Term Notes,
Series H of the Bank, pursuant to the distribution agreement dated May 26, 2022 (the Distribution Agreement) between the Bank and BMO Capital Markets Corp., the terms agreement dated May 30, 2024 (the Terms
Agreement) between the Bank and BMO Capital Markets Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and NatWest Markets Securities Inc., as representatives of the
several agents named therein, and the Senior Indenture dated as of January 25, 2010 between the Bank and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the Trustee), as
supplemented by the First Supplemental Indenture thereto dated as of September 23, 2018 between the Bank and the Trustee, as the same may be amended and supplemented from time to time (collectively, the Indenture).
Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to such terms in the Terms Agreement.
We have examined copies, certified or otherwise authenticated to our satisfaction, of the following:
(i) the Distribution Agreement;
(ii) the Terms Agreement;
(iii) the
Indenture; |