EX-5.1 2 forms8exhibit51.htm EXHIBIT 5.1 Exhibit


YUM! Brands, Inc.
1441 Gardiner Lane
Louisville, Kentucky  40213
 
 
February 22, 2018
 
Ladies and Gentlemen:
 
            As General Counsel, Corporate Secretary and Chief Government Affairs Officer of YUM! Brands, Inc. ("YUM!"), I have acted as counsel to YUM! in connection with the Registration Statement on Form S-8 (the "Registration Statement") being filed today with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 22,000,000 shares of YUM! Common Stock pursuant to the YUM! Brands, Inc. Long Term Incentive Plan (the "Plan").
 
            In connection with the opinion set forth below, I have examined such records and documents and have made such investigations of law and fact as I have deemed necessary.
 
            Based upon the foregoing, it is my opinion that the shares being registered pursuant to the Registration Statement to which this opinion is an exhibit, when issued and sold in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable.
 
            I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Registration Statement.  In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.
 
                                                                        Very truly yours,
 
 
                                                                        /s/ Marc L. Kesselman                
                                                                        Marc L. Kesselman
General Counsel, Corporate Secretary and Chief Government Affairs Officer