EX-5.1 3 exhibit5opinion-exelonsx8e.htm EX-5.1 Document
Exhibit 5.1
image_0b.jpg
image_1.jpg






                    June 25, 2024


Constellation Energy Corporation
1310 Point Street
Baltimore, Maryland 21231
Re:    Registration of 33,000,000 Shares of Common Stock, no par value

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) being filed by Constellation Energy Corporation, a Pennsylvania corporation (“Constellation”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration of 33,000,000 shares of common stock, no par value (the “Registered Shares”), of Constellation. The Registered Shares are to be registered in connection with Constellation’s Employee Savings Plan (the “Plan”).

In rendering our opinion, we have reviewed and relied upon such certificates, documents, corporate records, other instruments and representations of officers of Constellation as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with the originals of all instruments presented to us as copies and the genuineness of all signatures.

Based on the foregoing, we are of the opinion that the Registered Shares to be issued in connection with the Plan have been duly authorized and, when duly executed, delivered and issued in accordance with the respective terms of the Plan, will be legally issued, fully paid and nonassessable.

We express no opinion as to the law of any jurisdiction other than the laws of the Commonwealth of Pennsylvania and the federal laws of the United States of America. We do not find it necessary for the purposes of the opinions set forth in this opinion letter, and accordingly do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various jurisdictions (other than the federal laws of the United States of America) to the issuance of the Registered Shares.

DMFIRM #412862803 v1


We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

This opinion is limited to the matters expressly stated herein. No implied opinion may be inferred to extend this opinion beyond the matters expressly stated herein. We do not undertake to advise you or anyone else of any changes in the opinion expressed herein resulting from changes in law, changes in facts or any other matters that hereafter might occur or be brought to our attention.
            Very truly yours,

                        /s/ Ballard Spahr LLP
                        
DMFIRM #412862803 v1