6-K

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 January, 2021
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

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F-3 (FILE NO. 333-227001) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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 the issuance of the following Senior Global Medium-Term Notes, Series H (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. 333-227001):

· $1,000,000,000 aggregate principal amount of 0.425% Senior Notes, due January 19, 2024

· $700,000,000 aggregate principal amount of Senior Floating Rate Notes, due January 19, 2024

· $1,250,000,000 aggregate principal amount of 0.875% Senior Notes, due January 20, 2026

· $300,000,000 aggregate principal amount of Senior Floating Rate Notes, due January 20, 2026

EXHIBITS

Exhibit	Description of Exhibit
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/ James Salem
Name: Title:	James Salem Executive Vice-President and Treasurer
	Date: January 19, 2021

EX-5.1

Exhibit 5.1

[Letterhead of Sullivan & Cromwell LLP]

January 19, 2021

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. 333-227001) (the “Registration Statement”) under the Securities Act of 1933 (the “Act”) that was declared effective on September 7, 2018, relating to, among other things, the proposed offer and sale of up to $40,000,000,000 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 and by the Third Supplemental Indenture, dated as of September 7, 2018 (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 H, dated September 7, 2018 (the “Master Note”).

4. The prospectus dated September 7, 2018, the prospectus supplement dated September 7, 2018 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.

Royal Bank of Canada - 2 -

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
$1,000,000,000 aggregate principal amount of 0.425% Senior Notes, due January 19, 2024	Pricing supplement dated January 13, 2021
$700,000,000 aggregate principal amount of Senior Floating Rate Notes, due January 19, 2024	Pricing supplement dated January 13, 2021
$1,250,000,000 aggregate principal amount of 0.875% Senior Notes, due January 20, 2026	Pricing supplement dated January 13, 2021
$300,000,000 aggregate principal amount of Senior Floating Rate Notes, due January 20, 2026	Pricing supplement dated January 13, 2021

EX-5.2

Exhibit 5.2

	Barristers & Solicitors / Patent & Trade-mark Agents
January 19, 2021	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 H - U.S.$1,000,000,000 aggregate principal amount of 0.425% Senior Notes due January 19, 2024, U.S.$700,000,000 aggregate principal amount of Senior Floating Rate Notes due January 19, 2024, U.S.$1,250,000,000 aggregate principal amount of 0.875% Senior Notes due January 20, 2026 and U.S.$300,000,000 aggregate principal amount of Senior Floating Rate Notes due January 20, 2026 (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 January 13, 2021 by and among RBC Capital Markets, LLC, BofA Securities, Inc., Wells Fargo Securities, LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc., as lead agents on behalf of the Purchasing Agents listed therein, and the Bank, and pursuant to the terms agreement dated January 13, 2021 by and among RBC Capital Markets, LLC, BofA Securities, Inc., Wells Fargo Securities, LLC, Santander Investment Securities Inc. and SG Americas Securities, LLC, as lead agents on behalf of the Purchasing Agents listed therein, and the Bank, both terms agreements entered into pursuant to the Distribution Agreement dated September 7, 2018, as supplemented by the Letter of Appointment, dated December 18, 2019 and the Letter of Appointment, dated December 15, 2020 (collectively, the Distribution Agreement) relating to the Bank’s Senior Global Medium-Term Notes, Series H, in an aggregate principal amount of up to U.S.$40,000,000,000, 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 and by the Third Supplemental Indenture, dated as of September 7, 2018 (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 (the Trustee).

We have 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. 333-227001) dated August 24, 2018, as amended September 5, 2018 (the Registration Statement); and

Norton Rose Fulbright Canada LLP is a limited liability partnership established in Canada.

Norton Rose Fulbright Canada LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright South Africa Inc and Norton Rose Fulbright US LLP are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are at nortonrosefulbright.com.

 

(iv) the prospectus of the Bank dated September 7, 2018 included in the Registration Statement (the Basic Prospectus) as supplemented by the prospectus supplement dated September 7, 2018 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 January 13, 2021 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 January 18, 2021 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.

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.

2

 

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

EX-8.1

Exhibit 8.1

[Letterhead of Sullivan & Cromwell LLP]

January 19, 2021

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 January 13, 2021 (the “Pricing Supplements”) to the Prospectus Supplement dated September 7, 2018 and the Prospectus dated September 7, 2018 (the “Prospectus”) contained in the Registration Statement on Form F-3, File No. 333-227001 (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
$ 1,000,000,000 aggregate principal amount of 0.425% Senior Notes, Due January 19, 2024	January 13, 2021	January 19, 2021
$ 700,000,000 aggregate principal amount of Senior Floating Rate Notes, Due January 19, 2024	January 13, 2021	January 19, 2021
$ 1,250,000,000 aggregate principal amount of 0.875% Senior Notes, Due January 20, 2026	January 13, 2021	January 19, 2021
$ 300,000,000 aggregate principal amount of Senior Floating Rate Notes, Due January 20, 2026	January 13, 2021	January 19, 2021

EX-8.2

Exhibit 8.2

January 19, 2021   Royal Bank of Canada 200 Bay Street Royal Bank Plaza Toronto, ON M5J 2J5     Barristers & Solicitors / Patent & Trade-mark Agents   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 H

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 H - U.S.$1,000,000,000 aggregate principal amount of 0.425% Senior Notes due January 19, 2024, U.S.$700,000,000 aggregate principal amount of Senior Floating Rate Notes due January 19, 2024, U.S.$1,250,000,000 aggregate principal amount of 0.875% Senior Notes due January 20, 2026, and U.S.$300,000,000 aggregate principal amount of Senior Floating Rate Notes due January 20, 2026 (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 January 13, 2021, 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.

Yours truly,

“Norton Rose Fulbright Canada LLP”

Norton Rose Fulbright Canada LLP is a limited liability partnership established in Canada.

Norton Rose Fulbright Canada LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright South Africa Inc and Norton Rose Fulbright US LLP are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are at nortonrosefulbright.com.