RY Royal Bank of Canada

 

 

FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of a Foreign Private Issuer

 

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

 

For the month of July, 2024 Commission File Number: 001-13928

 

Royal Bank of Canada

 

(Name of registrant)

 

200 Bay Street Royal Bank Plaza Toronto, Ontario Canada M5J 2J5 Attention: Senior Vice-President, Deputy General Counsel & Secretary		1 Place Ville Marie Montreal, Quebec Canada H3B 3A9 Attention: Senior Vice-President, Deputy General Counsel & Secretary

 

(Address of principal executive offices)

 

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

 

Form 20-F o

Form 40-F x

 

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): o

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): o

 

THIS REPORT ON FORM 6-K AND THE EXHIBITS HERETO SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE AS EXHIBITS TO ROYAL BANK OF CANADA’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-275898) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

 

 

Exhibits are filed herewith in connection with (i): the execution and delivery of the Sixth Supplemental Indenture, dated as of July 23, 2024 between Royal Bank of Canada and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, National Association), as Trustee, to the Indenture dated as of October 23, 2003 and (ii) the issuance of the following Senior Global Medium-Term Notes, Series J (the “Notes”) by Royal Bank of Canada (the “Bank”) on the date of this report on Form 6-K, pursuant to the Bank’s shelf registration statement on Form F-3 (File No. 333-275898):

 

·

$1,250,000,000 aggregate principal amount of 5.069% Senior Fixed Rate/Floating Rate Notes, Due July 23, 2027

·

$700,000,000 aggregate principal amount of Senior Floating Rate Notes, Due July 23, 2027

·

$1,300,000,000 aggregate principal amount of 4.969% Senior Fixed Rate/Floating Rate Notes, Due August 2, 2030

 

EXHIBITS

 

Exhibit		Description of Exhibit
4.1		Sixth Supplemental Indenture dated as of July 23, 2024 between Royal Bank of Canada and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, National Association), as Trustee, to the Indenture dated as of October 23, 2003
5.1		Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Bank, as to the validity of the Notes under New York law.
5.2		Opinion of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, as to certain matters under Canadian, Ontario and Québec law.
8.1		Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Bank, as to certain matters of United States federal income taxation.
8.2		Opinion of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, as to certain matters of Canadian federal income taxation.
23.1		Consent of Sullivan & Cromwell LLP (included in Exhibits 5.1 and 8.1 above).
23.2		Consent of Norton Rose Fulbright Canada LLP (included in Exhibits 5.2 and 8.2 above).

 

 

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.

 

		ROYAL BANK OF CANADA
		By:		/S/ Jason Drysdale
		Name: Title:		Jason Drysdale Executive Vice-President and Treasurer
				Date: July 23, 2024

 

 

 

 

 

Exhibit 4.1

 

 

 

 

 

SIXTH SUPPLEMENTAL INDENTURE

Dated as of July 23, 2024

between

ROYAL BANK OF CANADA

and

The Bank of New York MelloN

(as successor to JPMorgan Chase Bank, National Association),

as Trustee

to

INDENTURE

Dated as of October 23, 2003

between

ROYAL BANK OF CANADA

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Trustee

 

 

 

 

 

 

Sixth Supplemental Indenture, dated as of July 23, 2024 (this “Sixth Supplemental Indenture”) between Royal Bank of Canada, a Canadian chartered bank (the “Bank”), having its corporate headquarters located at Royal Bank Plaza, 200 Bay Street, Toronto, Ontario, Canada M5J 2J5 and its head office located at 1 Place Ville Marie, Montreal, Quebec, Canada H3C 3A9, and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, National Association, a national banking association, as Trustee (the “Trustee”), under the Senior Debt Indenture dated as of October 23, 2003 between the Bank and the Trustee (the “Senior Debt Indenture”) as amended by the First Supplemental Indenture dated as of July 21, 2006 (the “First Supplemental Indenture”), the Second Supplemental Indenture dated as of February 28, 2007, the Third Supplemental Indenture dated as of September 7, 2018 (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture dated as of June 22, 2023 (the “Fourth Supplemental Indenture”) and the Fifth Supplemental Indenture dated as of June 22, 2023 (the “Fifth Supplemental Indenture,” and collectively with the Senior Debt Indenture and the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”). All capitalized terms used in this Sixth Supplemental Indenture and not otherwise defined herein have the meanings given such terms in the Indenture.

 

Recitals Of The Bank

 

Whereas, the Bank and the Trustee entered into the Indenture, pursuant to which one or more series of senior debt securities of the Bank may be issued from time to time; and

 

Whereas, Section 901(5) of the Indenture provides that the Bank and the Trustee at any time and from time to time, may enter into one or more indentures supplemental thereto, in form satisfactory to the Trustee, to add to, change or eliminate any of the provisions of the Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision;

 

Whereas, the Bank wishes to make certain changes only to Securities issued on or after July 23, 2024 and not applying to, or modifying the rights of Holders of, any other Securities; and

 

Whereas, the Bank has requested that the Trustee execute and deliver this Sixth Supplemental Indenture; and all requirements necessary to make this Sixth Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, and to make the Securities, when executed by the Bank and authenticated and delivered by the Trustee, the valid, binding and enforceable obligations of the Bank, have been satisfied; and the execution and delivery of this Sixth Supplemental Indenture has been duly authorized in all respects.

 

 

Now, Therefore, in consideration of the covenants and other provisions set forth in this Sixth Supplemental Indenture and the Indenture, the Bank and the Trustee mutually covenant and agree with each other, and for the equal and proportionate benefit of the respective Holders of the applicable Securities from time to time, as follows:

 

ARTICLE I

PROVISIONS OF GENERAL APPLICATION

 

Section 1.1.     Effect of Sixth Supplemental Indenture on Indenture.

 

This Sixth Supplement Indenture is a supplement to the Indenture. As supplemented by this Sixth Supplemental Indenture, the Indenture is in all respects ratified, approved and confirmed, and the Indenture and this Sixth Supplemental Indenture shall together constitute one and the same instrument.

 

Section 1.2.     Counterparts.

 

This Sixth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

 

As provided in the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), this instrument may be executed by facsimile signature or other electronic signature complying with such Act.

 

Section 1.3.     Governing Law.

 

This Sixth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

 

Section 1.4.     The Trustee.

 

The Trustee shall not be responsible in any matter whatsoever for or in respect of the validity or sufficiency of this Sixth Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Bank.

 

 

ARTICLE II

AMENDMENTS

 

Section 2.1.     Applicability.

 

Except as otherwise may be provided pursuant to Section 301 of the Indenture with respect to any particular Security issued on or after July 23, 2024, Section 2.2 of this Sixth Supplemental Indenture shall apply to Securities issued on or after July 23, 2024 and shall not apply to, or modify the rights of Holders or Beneficial Owners of, any Securities issued before July 23, 2024 , or any Security of any series created prior to the execution of this Sixth Supplemental Indenture.

 

Section 2.2.     Redemption of Securities.

 

a)

The second sentence in Section 1102 of the Indenture is hereby amended by replacing “60” with “30”.

 

b)

The first and second sentences of the first paragraph in Section 1103 of the Indenture are hereby amended by replacing each instance of “60” with “30”.

 

c)

The first sentence in Section 1104 of the Indenture is hereby amended by replacing “not less than 30 nor more than 60” with “not less than 5 nor more than 30”.

 

d)

The first sentence in Section 1105 of the Indenture is hereby amended by replacing “One Business Day prior to any Redemption Date” with “On the applicable Redemption Date”.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed, all as of the day and year first above written.

 

 

	ROYAL BANK OF CANADA
	By:	/s/ Jason Drysdale
		Name: Jason Drysdale Title:   Executive Vice-President and Treasurer
	By:	/s/ Naeem Mirza
		Name: Naeem Mirza Title:   Vice-President, Financial Resource Optimization
	THE BANK OF NEW YORK MELLON, (as successor to JPMorgan Chase Bank, N.A.) as Trustee
	By:	/s/ Francine Kincaid Name:  Francine Kincaid Title:    Vice President

 

 

 

 

 

 

Exhibit 5.1

 

Telephone: 1-212-558-4000 Facsimile: 1-212-558-3588 WWW.SULLCROM.COM

1700 New York Avenue, N.W. Suite 700 Washington, D.C. 20006-5215 ______________________ New York • Los Angeles • Palo Alto   Brussels • Frankfurt • london • paris   Beijing • Hong Kong • Tokyo   Melbourne • Sydney

 

 

 

July 23, 2024

 

 

 

Royal Bank of Canada,

200 Bay Street,

Royal Bank Plaza,

Toronto, Ontario,

Canada M5J 2J5.

 

Ladies and Gentlemen:

 

This opinion is delivered in connection with the issuance and delivery of the debt securities of Royal Bank of Canada (the “Bank”) identified in Annex A to this letter (the “Notes”). The Bank filed with the Securities and Exchange Commission a registration statement on Form F-3 (File No. 333-275898) (the “Registration Statement”) under the Securities Act of 1933 (the “Act”) that was declared effective on December 20, 2023, relating to, among other things, the proposed offer and sale of up to $75,000,000,000 aggregate initial offering price of debt securities which may be senior obligations or subordinated obligations. The Notes are being issued pursuant to the Indenture, dated as of October 23, 2003, as supplemented by the First Supplemental Indenture, dated as of July 21, 2006, by the Second Supplemental Indenture, dated as of February 28, 2007, by the Third Supplemental Indenture, dated as of September 7, 2018, by the Fourth Supplemental Indenture, dated as of June 22, 2023, by the Fifth Supplemental Indenture, dated as of June 22, 2023, and by the Sixth Supplemental Indenture, dated as of July 23, 2024 (as so supplemented, the “Indenture”), between the Bank and The Bank of New York Mellon, as successor to the corporate trust business of JPMorgan Chase Bank, N.A., as trustee (the “Trustee”).

 

In rendering this opinion, we have examined the following documents:

 

1.

The Indenture.

 

2.

Certificates of officers of the Bank with respect to the authorization of the Notes, the determination of the terms of the Notes and related matters.

 

3.

A specimen of the master global security with respect to the Senior Global Medium-Term Notes, Series J, dated December 20, 2023 (the “Master Note”).

 

 

Royal Bank of Canada

-2 -

 

4.

The prospectus dated December 20, 2023, the prospectus supplement dated December 20, 2023 and the disclosure documents relating to the Notes as indicated in Annex A, to the extent that portions of such documents are being incorporated into the Master Note in accordance with the terms of the Master Note and the Indenture.

 

We have also examined such questions of United States federal and New York state law as we have considered necessary or appropriate for the purposes of this opinion.

 

Upon the basis of such examination, we advise you that, in our opinion, the Notes constitute valid and legally binding obligations of the Bank, 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; provided, however, that we express no opinion with respect to the provisions of the Indenture or the Notes relating to seniority of the Notes and the acknowledgement of Holders and Beneficial Owners of Bail-inable Securities (as such terms are defined in the Indenture), which, under the terms of the Indenture or the Notes, as applicable, are governed by the laws of the Province of Ontario and the Federal laws of Canada applicable therein.

 

The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of the laws of Canada, Québec and Ontario, we understand that you are relying upon the opinion, dated the date hereof, of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Norton Rose Fulbright Canada LLP.

 

In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement or any related prospectus or other offering material regarding the Bank or the Notes or their offering and sale.

 

We have relied as to certain factual matters on information obtained from public officials, officers of the Bank and other sources believed by us to be responsible, and we have assumed that each of the Indenture and the Master Note have been duly authorized, executed and delivered by the Bank, and that the Notes have been duly authorized by the Bank, in each case insofar as the laws of Canada, Québec and Ontario are concerned, and that the Indenture relating to the Notes has been duly authorized, executed and delivered by the Trustee thereunder, that an authorized officer of the Trustee has notated the issuance of the Notes on the Master Note representing the Notes as required by Section 207 of the Indenture, that the Notes have been delivered against payment as contemplated in the Registration Statement and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.

 

 

Royal Bank of Canada

-3 -

 

We hereby consent to this 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 Act.

 

Very truly yours,     /s/ Sullivan & Cromwell LLP

 

 

 

Annex A

 

Title of Notes		Disclosure Documents
$1,250,000,000 aggregate principal amount of 5.069% Senior Fixed Rate/Floating Rate Notes, Due July 23, 2027		Pricing supplement dated July 15, 2024
$700,000,000 aggregate principal amount of Senior Floating Rate Notes, Due July 23, 2027		Pricing supplement dated July 15, 2024
$1,300,000,000 aggregate principal amount 4.969% Senior Fixed Rate/Floating Rate Notes, Due August 2, 2030		Pricing supplement dated July 15, 2024

 

 

 

 

 

 

Exhibit 5.2

 

July 23, 2024
	Norton Rose Fulbright Canada llp 222 Bay Street, Suite 3000, P.O. Box 53 Toronto, Ontario  M5K 1E7 Canada   F: +1 416.216.3930 nortonrosefulbright.com
Royal Bank of Canada 200 Bay Street Royal Bank Plaza Toronto, ON M5J 2J5

 

Dear Sirs/Mesdames:

 

Re:

Royal Bank of Canada

 

Senior Global Medium-Term Notes, Series J – U.S. $700,000,000 aggregate principal amount of Senior Floating Rate Notes due July 23, 2027, U.S.$1,250,000,000 aggregate principal amount of 5.069% Senior Fixed Rate/Floating Rate Notes due July 23, 2027 and U.S.$1,300,000,000 aggregate principal amount of 4.969% Senior Fixed Rate/Floating Rate Notes due August 2, 2030 (collectively, the Offered Securities)

 

We have acted as Canadian counsel to Royal Bank of Canada (the Bank) in connection with the issue of the Offered Securities pursuant to the terms agreement dated July 15, 2024 by and among RBC Capital Markets, LLC, Citigroup Global Markets Inc., Wells Fargo Securities, LLC, ANZ Securities, Inc., KeyBanc Capital Markets Inc., NatWest Markets Securities Inc. and Santander US Capital Markets LLC, as lead agents on behalf of the Purchasing Agents listed therein, and the Bank, entered into pursuant to the Distribution Agreement dated December 20, 2023, as amended by the First Amendment to the Distribution Agreement dated March 5, 2024 (as amended, the Distribution Agreement) relating to the Bank’s Senior Global Medium-Term Notes, Series J, in an aggregate principal amount of up to U.S.$75,000,000,000, or the equivalent thereof in other currencies or currency units (such series of securities being hereinafter referred to as the Series), to be issued pursuant to the Indenture dated as of October 23, 2003, as supplemented by the First Supplemental Indenture dated as of July 21, 2006, by the Second Supplemental Indenture dated as of February 28, 2007, by the Third Supplemental Indenture dated as of September 7, 2018, by the Fourth Supplemental Indenture dated as of June 22, 2023, by the Fifth Supplemental Indenture dated as of June 22, 2023 and by the Sixth Supplemental Indenture dated as of July 23, 2024 (collectively, the Indenture), between the Bank and The Bank of New York Mellon (formerly known as The Bank of New York) as successor to the corporate trust business of JPMorgan Chase Bank, N.A., as trustee.

 

We have reviewed or participated, together with Sullivan & Cromwell LLP, United States counsel to the Bank, in the preparation of the following:

 

(i)

the Distribution Agreement;

 

(ii)

the Indenture;

 

(iii)

the registration statement of the Bank on Form F-3 (File No. 333-275898) dated December 5, 2023, as amended December 19, 2023 (the Registration Statement); and

 

(iv)

the prospectus of the Bank dated December 20, 2023 included in the Registration Statement (the Basic Prospectus) as supplemented by the prospectus supplement dated December 20, 2023 specifically relating to the Series (the Prospectus Supplement, and together with the Basic Prospectus, the Program Prospectus).

 

 

We understand that the Registration Statement and the Program Prospectus were filed with the United States Securities and Exchange Commission in connection with the Series and that pricing supplements dated July 15, 2024 relating to the Offered Securities have been filed with the United States Securities and Exchange Commission.

 

For the purposes of our opinion below, we have examined such statutes, public and corporate records, certificates and other documents, and considered such questions of law, as we have considered relevant and necessary as a basis for the opinions hereinafter set forth. In such examination we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies or facsimiles. For the purposes of the opinions expressed herein, we have, without independent investigation or verification, assumed that the Indenture has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of, each party thereto other than the Bank.

 

With respect to the continuing existence of the Bank as a Schedule I bank under the Bank Act (Canada) referred to in paragraph 1 below, we have relied, without independent investigation or verification, exclusively upon a Certificate of Confirmation dated July 22, 2024 issued by the Office of the Superintendent of Financial Institutions.

 

In giving this opinion, we express no opinion as to any laws other than the laws, at the date hereof, of the Provinces of Ontario and Québec and the federal laws of Canada applicable therein. We also express no opinion as to whether the issuance, sale and delivery of the Offered Securities or any contract or other document relating thereto are in compliance with the Charter of the French Language (Québec).

 

Based and relying upon and subject to the qualifications set forth herein, we are of the opinion that:

 

1.

the Bank validly exists as a Schedule I bank under the Bank Act (Canada) and has the corporate power to create the Series and to create, issue and sell the Offered Securities;

 

2.

the Offered Securities have been duly authorized, executed, issued and, to the extent delivery is a matter governed by the laws of the Provinces of Québec or Ontario and the federal laws of Canada applicable therein, delivered by the Bank and, to the extent validity of the Offered Securities is a matter governed by the laws of the Provinces of Ontario or Québec, or the federal laws of Canada applicable therein, the Offered Securities 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 Provinces of Québec or Ontario and the federal laws of Canada applicable therein, delivered by the Bank; and

 

4.

the Indenture has been duly authorized, executed and, to the extent delivery is a matter governed by the laws of the Provinces of Québec or Ontario and the federal laws of Canada applicable therein, delivered by the Bank and, to the extent validity thereof is a matter governed by the laws of the Provinces of Québec or Ontario and the federal laws of Canada applicable therein, is valid 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 in accordance with its terms.

 

The opinions set forth in paragraphs 2 and 4 above, as to the validity of the Offered Securities and the enforceability of the Indenture, are subject to the following qualifications:

 

(i)

equitable remedies, such as specific performance and injunctive relief, are remedies which may only be granted at the discretion of a court of competent authority;

 

 

(ii)

rights to indemnity and contribution under the Offered Securities or the Indenture may be limited by applicable law;

 

(iii)

enforceability may be limited by bankruptcy, insolvency and other laws of general application affecting the rights of creditors (including the provisions of the Bank Act (Canada) respecting such matters) and will be subject to limitations under applicable limitations statutes; and

 

(iv)

pursuant to the Currency Act (Canada), a judgment by a court in any province in Canada may be awarded in Canadian currency only and such judgment may be based on a rate of exchange which may be the rate in existence on a day other than the day of payment of such judgment.

 

We hereby consent to the filing of this opinion as an exhibit to the Bank’s Report of Foreign Private Issuer on Form 6-K. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the rules and regulations promulgated thereunder.

 

Yours very truly,

 

“Norton Rose Fulbright Canada LLP”

 

 

3

 

 

 

Exhibit 8.1

 

Telephone: 1-212-558-4000 Facsimile: 1-212-558-3588 WWW.SULLCROM.COM

125 Broad Street New York, New York 10004-2498 ______________________ los angeles • Palo Alto • washington, D.C.   Brussels • Frankfurt • london • paris   Beijing • Hong Kong • Tokyo   Melbourne • Sydney

 

 

 

July 23, 2024

 

 

 

Royal Bank of Canada,

200 Bay Street,

Royal Bank Plaza,

Toronto, Ontario,

Canada M5J 2J5.

 

Ladies and Gentlemen:

 

We are acting as special United States federal taxation counsel to Royal Bank of Canada (the “Bank”), in connection with the issuance and delivery of the debt securities identified in Annex A to this letter (the “Notes”) as described in the Pricing Supplements dated July 15, 2024 (the “Pricing Supplements”) to the Prospectus Supplement dated December 20, 2023 and the Prospectus dated December 20, 2023 (the “Prospectus”) contained in the Registration Statement on Form F-3, File No. 333-275898 (the “Registration Statement”). We hereby confirm to you that the statements of U.S. tax law set forth under the heading “U.S. Federal Income Tax Considerations” in the Pricing Supplements are our opinion and constitute a fair and accurate summary of the material tax consequences of owning the Notes, subject to the limitations and exceptions set forth in the Pricing Supplements and the Prospectus.

 

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 6-K incorporated by reference in the Registration Statement, and to the reference to our opinion in the Pricing Supplements. 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 Securities Act of 1933, as amended.

 

Very truly yours,   /s/ Sullivan & Cromwell LLP

 

 

Annex A

 

 

Title of Note	Date of Pricing Supplement	Date of Issue of Note
$1,250,000,000 aggregate principal amount of 5.069% Senior Fixed Rate/Floating Rate Notes, Due July 23, 2027	July 15, 2024	July 23, 2024
$700,000,000 aggregate principal amount of Senior Floating Rate Notes, Due July 23, 2027	July 15, 2024	July 23, 2024
$1,300,000,000 aggregate principal amount of 4.969% Senior Fixed Rate/Floating Rate Notes, Due August 2, 2030	July 15, 2024	July 23, 2024

 

 

 

 

 

 

Exhibit 8.2

 

July 23, 2024
Royal Bank of Canada 200 Bay Street Royal Bank Plaza Toronto, ON M5J 2J5	Norton Rose Fulbright Canada llp 222 Bay Street, Suite 3000, P.O. Box 53 Toronto, Ontario  M5K 1E7 Canada   F: +1 416.216.3930 nortonrosefulbright.com   +1 416.216.4000

 

 

 

Dear Sirs/Mesdames:

 

Senior Global Medium-Term Notes, Series J

 

We have acted as Canadian tax counsel to Royal Bank of Canada (RBC) in connection with the issuance by RBC of its Senior Global Medium-Term Notes, Series J – U.S. $700,000,000 aggregate principal amount of Senior Floating Rate Notes due July 23, 2027, U.S.$1,250,000,000 aggregate principal amount of 5.069% Senior Fixed Rate/Floating Rate Notes due July 23, 2027 and U.S.$1,300,000,000 aggregate principal amount of 4.969% Senior Fixed Rate/Floating Rate Notes due August 2, 2030 (collectively, the Offered Securities).

 

We hereby confirm to you that the statements of Canadian tax law set forth under the heading "Canadian Federal Income Tax Considerations" in the pricing supplements relating to the Offered Securities, each dated July 15, 2024, are our opinion and are accurate in all material respects subject to the limitations and qualifications therein.

 

We hereby consent to the filing of this opinion as an exhibit to RBC’s Report of Foreign Private Issuer on Form 6-K and to the reference to us under the heading "Canadian Federal Income Tax Considerations" in the pricing supplements referred to above. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

 

Yours truly,

 

“Norton Rose Fulbright Canada LLP”

 

 

 

 

 

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