Exhibit 5.1
[Letterhead of Sullivan & Cromwell LLP]
July 22, 2024
The Bank of New York Mellon
Corporation,
240 Greenwich Street,
New
York, NY 10286.
Ladies and Gentlemen:
In
connection with the registration under the Securities Act of 1933, as amended (the Act), of (i) $300,000,000 aggregate principal amount of the Companys Floating Rate Callable Senior Medium-Term Notes Series J due 2028, $600,000,000
aggregate principal amount of the Companys 4.890% Fixed Rate / Floating Rate Callable Senior Medium-Term Notes Series J due 2028, and $1,100,000,000 aggregate principal amount of the Companys 5.060% Fixed Rate / Floating Rate Callable
Senior Medium-Term Notes Series J due 2032 (collectively, the Senior Securities) of The Bank of New York Mellon Corporation, a Delaware corporation (the Company), issued pursuant to the Senior Debt Indenture, dated as of
February 9, 2016 (the Base Senior Indenture), as supplemented by the First Supplemental Senior Debt Indenture, dated as of January 30, 2017 (together with the Base Senior Indenture, the Senior Indenture), each
between the Company and Deutsche Bank Trust Company Americas, as trustee (the Senior Trustee), and (ii) $500,000,000 aggregate principal amount of the Companys 5.606% Fixed Rate / Floating Rate Callable Senior Subordinated
Medium-Term Notes Series K due 2039 (together with the Senior Securities, the Securities), issued pursuant to the Senior Subordinated Debt Indenture, dated February 9, 2016 (the Base Senior Subordinated Indenture), as
supplemented by the First Supplemental Senior Subordinated Debt Indenture, dated January 30, 2017 (together with the Base Senior Subordinated Indenture, the Senior Subordinated Indenture and, together with the Senior Indenture, the
Indentures), each between the Company and Wilmington Trust, National Association, as trustee (the Senior Subordinated Trustee and, together with the Senior Trustee, the Trustees), we, as your counsel, have
examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is our opinion that the Securities
constitute valid and legally binding obligations of the Company, 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.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure
in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.