8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) – November 23, 2011

THE BANK OF NEW YORK MELLON CORPORATION

(Exact name of registrant as specified in charter)

Delaware	000-52710	13-2614959
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Wall Street New York, New York	10286
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code – (212) 495-1784

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01. OTHER EVENTS.

On November 23, 2011, The Bank of New York Mellon Corporation (the “Company”) issued (i) $500,000,000 aggregate principal amount of the Company’s 2.400% Senior Medium-Term Notes Series G due 2017 (the “5-Year Notes”), (ii) $500,000,000 aggregate principal amount of the Company’s 1.700% Senior Medium-Term Notes Series G due 2014 (the “3-Year Notes”) and (iii) $250,000,000 aggregate principal amount of the Company’s Floating Rate Senior Medium-Term Notes Series G due 2014 (the “Floating Rate Notes” and, together with the 5-Year Notes and the 3-Year Notes, the “Notes”). The Notes were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-167832). In connection with this issuance, the legal opinion as to the legality of the Notes is being filed as Exhibit 5.1 to this report.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) EXHIBITS.

Exhibit Number	Description
5.1	Opinion of Arlie R. Nogay.
23.1	Consent of Arlie R. Nogay (included in Exhibit 5.1).

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.

	The Bank of New York Mellon Corporation
	(Registrant)
Date: November 23, 2011	By:	/s/ Arlie R. Nogay
	Name:	Arlie R. Nogay
	Title:	Corporate Secretary

EXHIBIT INDEX

Number	Description	Method of Filing
5.1	Opinion of Arlie R. Nogay.	Filed herewith
23.1	Consent of Arlie R. Nogay.	Included in Exhibit 5.1

EX-5.1

Exhibit 5.1

November 23, 2011

The Bank of New York Mellon Corporation,

One Wall Street,

New York, New York 10286.

Ladies and Gentlemen:

In connection with the issuance and sale by The Bank of New York Mellon Corporation, a Delaware corporation (the “Company”), of (i) $500,000,000 aggregate principal amount of its 2.400% Senior Medium-Term Notes Series G due 2017 (the “5-Year Notes”), (ii) $500,000,000 aggregate principal amount of its 1.700% Senior Medium-Term Notes Series G due 2014 (the “3-Year Notes”) and (iii) $250,000,000 aggregate principal amount of its Floating Rate Senior Medium-Term Notes Series G due 2014 (the “Floating Rate Notes”, and together with the 5-Year Notes and the 3-Year Notes, the “Notes”), pursuant to an Indenture dated as of July 18, 1991, between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as Trustee (the “Indenture”), a Distribution Agreement dated June 15, 2006 (the “Distribution Agreement”), among the Company and the agents party thereto, a Letter Agreement dated November 17, 2011 (the “Letter Agreement”), among the Company and the agents party thereto and a Terms Agreement dated November 17, 2011 relating to the Notes (the “Terms Agreement”), I, as counsel for the Company, have examined such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, it is my opinion that the Notes have been duly authorized and established by the Company in conformity with the Indenture, and, when the Notes have been duly prepared, executed, authenticated and issued in accordance with the Indenture and delivered against payment in accordance with the Distribution Agreement, the Letter Agreement and the Terms Agreement, the Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, 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.

The foregoing opinion is limited to the federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and I am expressing no opinion as to the effect of the laws of any other jurisdiction.

The Bank of New York Mellon Corporation

I have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by me to be responsible, and I have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee, and that the signatures on all documents examined by me are genuine, assumptions which I have not independently verified.

This opinion letter has been prepared to be filed by the Company as an exhibit to a Current Report on Form 8-K (the “Form 8-K”). The Form 8-K will be incorporated by reference in the Company’s registration statement on Form S-3 (333-167832). I assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.

I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Form 8-K and to the use of my name therein and in the Prospectus dated June 28, 2010, as supplemented by a Prospectus Supplement dated August 6, 2010 under the captions “Validity of the Notes” and “Validity of Securities.” By giving such consent, I do not hereby admit that I am within the category of persons whose consents are required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Arlie R. Nogay

Arlie R. Nogay

Chief Securities Counsel