FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of May, 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
& Corporate Secretary |
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1 Place Ville Marie
Montreal, Quebec
Canada H3C 3A9
Attention: Senior Vice-President
& Corporate Secretary |
(Address of principal executive offices)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY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.
Royal Bank of Canada (the “Registrant”) has filed a Registration
Statement on Form F-3 (File No. 333-275898) in order to register under the Securities Act of 1933, as amended (the “Securities Act”),
among other securities, the Registrant’s Senior Global Medium-Term Notes, Series J (the “Notes”) that may be offered
from time to time. This report on Form 6-K contains the exhibits set forth below.
EXHIBITS
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.
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ROYAL BANK OF CANADA |
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By: |
/s/ Michael Heraty |
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Name: |
Michael Heraty |
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Title: |
Authorized Officer |
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Date: |
May 16, 2024 |
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ROYAL BANK OF CANADA |
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By: |
/s/ Sarah Lem |
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Name: |
Sarah Lem |
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Title: |
Authorized Officer |
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Date: |
May 16, 2024 |
Exhibit 5.5
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+1 212 450 4000
davispolk.com |
Davis Polk & Wardwell
llp
450 Lexington Avenue
New York, NY 10017 |
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May 16, 2024
Royal Bank of Canada
200 Bay Street
Royal Bank Plaza
Toronto, Ontario
Canada M5J 2J5
Ladies and Gentlemen:
Royal Bank of Canada, a Canadian chartered bank (the “Bank”),
has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form F-3 on December
20, 2023 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended
(the “Securities Act”), among other securities, the Bank’s Senior Global Medium-Term Notes, Series J (the “Notes”),
to be issued from time to time pursuant to the Senior Debt Securities Indenture dated as of October 23, 2003 between the Bank and The
Bank of New York Mellon, as trustee (the “the Trustee”), as amended and supplemented by the first supplemental indenture
dated as of July 21, 2006, 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
and the fifth supplemental indenture dated as of June 22, 2023 (as amended and supplemented, the “Indenture”) and to
be evidenced by a master note with respect to the Senior Global Medium-Term Notes, Series J, dated December 20, 2023 (the “Master
Note”).
We have been appointed by you as your special United States products
counsel, and we have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments
as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinions expressed herein, we have, without independent
inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted
to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the Registration Statement that have
not been executed will conform to the forms thereof, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural
persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers
of the Bank that we reviewed were and are accurate and (vii) all representations made by the Bank as to matters of fact in the documents
that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions
and qualifications set forth below, we advise you that, in our opinion, when (i) the specific terms of a particular series of Notes have
been duly authorized and established in accordance with the Indenture; (ii) such Notes have been duly authorized, executed, authenticated
and issued in accordance with the Indenture, (iii) the trustee has made, in accordance with the Indenture, the appropriate notation to
the Master Note and (iv) such Notes have been delivered in accordance with the applicable underwriting or other distribution agreement
against payment therefor, such Notes will constitute valid and binding obligations of the Bank, enforceable in accordance with their respective
terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness
and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of
bad faith) and possible judicial or regulatory actions or applications giving effect to governmental actions or foreign laws affecting
creditors’
| Royal Bank of Canada | | |
rights, provided that we express no opinion as to (i) the enforceability
of any waiver of rights under any usury or stay law; (ii) the effect of fraudulent conveyance, fraudulent transfer or similar provision
of applicable law on the conclusions expressed above or (iii) the validity, legally binding effect or enforceability of any provision
that permits holders to collect any portion of the stated principal amount upon acceleration of the Notes to the extent determined to
constitute unearned interest.
In connection with the opinion expressed above, we have assumed that
at or prior to the time of the delivery of any Notes, (i) pursuant to the authority granted by the Board of Directors of the Bank, duly
authorized officers of the Bank shall have established the terms of the Notes and duly authorized the issuance, execution, sale and delivery
of the Notes, in each case as a matter of Canadian, Québec and Ontario law, and such authorization shall not have been modified
or rescinded; (ii) the Bank is, and will remain, validly existing as a Schedule I bank under the Bank Act (Canada) and has the corporate
power to create, issue and sell the Notes, (iii) the effectiveness of the Registration Statement shall not have been terminated or rescinded;
(iv) the Indenture, the Master Note and the Notes (the “Documents”) have been duly authorized, executed, authenticated
(if applicable) and delivered by, and are each valid, binding and enforceable agreements of, each party thereto (other than as expressly
covered above in respect of the Bank); (v) the execution and delivery by each such party to each Document to which it is a party, and
the performance by each such party of all of its obligations under each Document to which it is a party, (x) do not contravene, or constitute
a default under, the articles or certificate of incorporation or bylaws or other constitutive documents of such party, (y) require no
action by or in respect of, or filing with, any governmental body, agency or official and (z) do not and will not contravene, or constitute
a default under, any provision of applicable law or public policy or regulation, or any judgment, injunction, order, decree or any agreement
or other instrument binding on any such party; and (vi) there shall not have occurred any change in law affecting the validity or enforceability
of such Notes. We have also assumed that none of the terms of any Note to be established subsequent to the date hereof, nor the issuance
and delivery of such Note, nor the compliance by the Bank with the terms of such Note will violate any applicable law or public policy
or will result in a violation of any provision of any instrument or agreement then binding upon the Bank, or any restriction imposed by
any court or other governmental body, agency or official having jurisdiction over the Bank.
In connection with our opinion above, we note that, as of the date of
this opinion, a judgment for money in an action based on Notes payable in foreign currencies in a federal or state court in the United
States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion
of the foreign currency in which a particular Note is payable into United States dollars will depend upon various factors, including which
court renders the judgment. However, if a judgment for money in an action based on the Notes were entered by a New York court, such court
would enter the judgment in the foreign currency.
We express no opinion with respect to the provisions added to the Indenture
pursuant to the Third Supplemental Indenture, including, but not limited to, Article 16 of the Indenture. We express no opinion with respect
to choice-of-law provisions of the Indenture (except to the extent that the laws of the State of New York have been chosen as the governing
law of the Indenture).
We are members of the Bar of the State of New York, and the foregoing
opinion is limited to the laws of the State of New York. Insofar as the foregoing opinion involves matters governed by the laws of the
Provinces of Ontario and Québec and the federal laws of Canada, you have received, and we understand that you are relying upon,
the opinion of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, dated December 5, 2023.
We hereby consent to the filing of this opinion as an exhibit to a report
on Form 6-K to be filed by the Bank on the date hereof and its incorporation by reference into the Registration Statement. In giving this
consent,
| Royal Bank of Canada | | |
we do not admit that we are in the category of persons whose consent
is required under Section 7 of the Securities Act.
In addition, if a pricing supplement relating to the offer and sale
of any particular Note or Notes is prepared and filed by the Bank with the Commission on this date or a future date and the pricing supplement
contains a reference to us and our opinion substantially in the form set forth below, this consent shall apply to the reference to us
and our opinion in substantially such form:
“In the opinion of Davis Polk & Wardwell LLP, as special
United States products counsel to the Bank, when the Notes offered by this pricing supplement have been issued by the Bank pursuant to
the Indenture, the trustee has made, in accordance with the Indenture, the appropriate notation to the master note evidencing such Notes
(the “master note”), and such Notes have been delivered against payment as contemplated herein, such Notes will be valid and
binding obligations of the Bank, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar
laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including,
without limitation, concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or regulatory actions or applications
giving effect to governmental actions or foreign laws affecting creditors’ rights, provided that such counsel expresses no
opinion as to (i) the enforceability of any waiver of rights under any usury or stay law; [or] (ii) the effect of fraudulent conveyance,
fraudulent transfer or similar provision of applicable law on the conclusions expressed above [or (iii) the validity, legally binding
effect or enforceability of any provision that permits holders to collect any portion of the stated principal amount upon acceleration
of the Notes to the extent determined to constitute unearned interest]. This opinion is given as of the date hereof and is limited to
the laws of the State of New York. Insofar as the foregoing opinion involves matters governed by the laws of the Provinces of Ontario
and Québec and the federal laws of Canada, you have received, and we understand that you are relying upon, the opinion of Norton
Rose Fulbright Canada LLP, Canadian counsel for the Bank, set forth above. In addition, this opinion is subject to customary assumptions
about the trustee’s authorization, execution and delivery of the Indenture and the authentication of the master note and the validity,
binding nature and enforceability of the Indenture with respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell
LLP dated May 16, 2024, which has been filed as an exhibit to the report on Form 6-K referred to above. [This opinion is also subject
to the discussion, as stated in such opinion, of the enforcement of Notes denominated in a foreign currency.]”
Very truly yours,
/s/ Davis Polk & Wardwell LLP
Exhibit 23.8
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Davis Polk & Wardwell llp
450 Lexington Avenue
New York, NY 10017
davispolk.com |
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May 16, 2024
Royal Bank of Canada
200 Bay Street
Royal Bank Plaza
Toronto, Ontario
Canada M5J 2J5
Ladies and Gentlemen:
Royal Bank of Canada, a Canadian chartered bank (the “Bank”),
has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form F-3 on December
20, 2023 (the “Registration Statement”) in order to register under the Securities Act of 1933, as amended (the “Securities
Act”), among other securities, the Bank’s Senior Global Medium-Term Notes, Series J (the “Notes”),
to be issued from time to time pursuant to the Senior Debt Securities Indenture dated as of October 23, 2003 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, as supplemented by the
first supplemental indenture dated as of July 21, 2006, the second supplemental indenture dated as of February 28, 2007, the third supplemental
indenture dated as of September 7, 2018, the fourth supplemental indenture dated as of June 22, 2023 and the fifth supplemental indenture
dated as of June 22, 2023 (collectively, the “Indenture”).
We hereby consent to any reference to us, in our capacity as special
tax counsel to the Bank, or any opinion of ours delivered in that capacity, in a pricing supplement relating to the offer and sale of
any particular Notes prepared and filed by the Bank with the Commission on this date or a future date.
In giving this consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
Royal Bank (PK) (USOTC:RYLBF)
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