RYLBF Royal Bank (PK)

 

 

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

1 Place Ville Marie Montreal, Quebec Canada H3C 3A9 Attention: Senior Vice-President & Corporate 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

 

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F-3 (FILE NO. 333-275898) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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

 

Exhibit		Description of Exhibit
5.5		Opinion of Davis Polk & Wardwell LLP, as to the validity of the Notes under New York law.
23.7		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.5).
23.8		Consent of Davis Polk & Wardwell LLP, as special U.S. tax counsel for the Bank.

 

---

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/ Michael Heraty
	Name:	Michael Heraty
	Title:	Authorized Officer
	Date:	May 16, 2024

 

	ROYAL BANK OF CANADA
	By:	/s/ Sarah Lem
	Name:	Sarah Lem
	Title:	Authorized Officer
	Date:	May 16, 2024

 

 

---

 

Exhibit 5.5

 

+1 212 450 4000 davispolk.com

Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017

 

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’

 

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,

 

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

 

Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017 davispolk.com

 

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

 

---