Pursuant to the requirements of
the Securities Act, this Registration Statement has been signed below by the
following persons in the capacities indicated as of the 20th day of September,
2016.
INDEX TO EXHIBITS
Exhibit No.
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Exhibit
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4.1
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Amended and Restated Certificate of Incorporation of the
Company (incorporated herein by reference to Exhibit 3.1 to the Companys
Current Report on Form 8-K (Commission File No. 001-13536) filed on May 18,
2010)
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4.2
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Article Seventh of the Amended and Restated Certificate of
Incorporation (incorporated herein by reference to Exhibit 3.1 to the
Companys Current Report on Form 8-K (Commission File No. 001-13536) filed on
May 24, 2011)
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4.3
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Amended and Restated By-Laws of the Company (incorporated
herein by reference to Exhibit 3.1 to the Companys Current Report on Form
8-K (Commission File No. 001-13536) filed on March 3, 2016)
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4.4
4.5
4.6
4.7
4.8
4.9
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Macys, Inc. 401(k) Retirement Investment Plan
(incorporated herein by reference to Exhibit 10.22 to the Companys Annual
Report on Form 10-K (Commission File No. 001-13536) for the fiscal year ended
February 1, 2014)
First Amendment to Macys, Inc. 401(k) Retirement
Investment Plan (incorporated herein by reference to Exhibit 10.21.1 to the
Companys Annual Report on Form 10-K (Commission File No. 001-13536) for the
fiscal year ended January 31, 2015)
Second Amendment to Macys, Inc. 401(k) Retirement
Investment Plan (incorporated herein by reference to Exhibit 10.21.2 to the
Companys Annual Report on Form 10-K (Commission File No. 001-13536) for the
fiscal year ended January 31, 2015)
Third Amendment to Macys, Inc. 401(k) Retirement
Investment Plan (incorporated herein by reference to Exhibit 10.21.3 to the
Companys Annual Report on Form 10-K (Commission File No. 001-13536) for the
fiscal year ended January 31, 2015)
Fourth Amendment to Macys, Inc. 401(k) Retirement
Investment Plan (incorporated herein by reference to Exhibit 10.17.4 to the
Companys Annual Report on Form 10-K (Commission File No. 001-13536) for the
fiscal year ended January 30, 2016)
Fifth Amendment to Macys, Inc. 401(k) Retirement
Investment Plan (incorporated herein by reference to Exhibit 10.17.5 to the
Companys Annual Report on Form 10-K (Commission File No. 001-13536) for the
fiscal year ended January 30, 2016)
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5.1
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Opinion of Counsel
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23.1
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Consents of KPMG LLP
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23.2
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Consent of Counsel (included in Exhibit 5.1)
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24.1
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Powers of Attorney
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Exhibit
5.1
[Letterhead of Dennis
J. Broderick]
September 20, 2016
Macys, Inc.
7 West Seventh Street
Cincinnati, OH 45202
Re:
Registration Statement on
Form S-8 Filed by Macys, Inc.
Ladies and Gentlemen:
In my capacity as General Counsel
of Macys, Inc., a Delaware corporation (the
Company
), I have
acted as counsel for the Company in connection with the registration of
10,000,000 shares (the
Shares
) of common stock, par value $0.01
per share, of the Company that may be issued or delivered and sold pursuant to
the Macys, Inc. 401(k) Retirement Investment Plan (the
Plan
).
In connection with the opinion expressed herein, I have examined such
documents, records and matters of law as I have deemed relevant or necessary
for purposes of such opinion. Based on the foregoing, and subject to the
further limitations, qualifications and assumptions set forth herein, I am of
the opinion that the Shares, when issued or delivered and sold in accordance
with the Plan, against payment of the consideration therefor as provided in the
Plan, will be validly issued, fully paid and nonassessable, provided that the
consideration for the Shares is at least equal to the stated par value thereof.
In rendering this opinion, I have
assumed (i) the authenticity of all documents submitted to me as originals and
the conformity to original documents of all documents submitted to me as copies,
and (ii) that the signatures on all documents examined by me are genuine and
that, where any such signature purports to have been made in a corporate,
governmental, fiduciary or other capacity (other than on behalf of the
Company), the person who affixed such signature to such document had authority
to do so.
I am a member of the bar of the
State of Ohio and have not been admitted to the bar of any other jurisdiction.
The opinion expressed herein is limited to the General Corporation Law of the
State of Delaware, as currently in effect, and I express no opinion as to the
effects of the laws of any other jurisdiction on the opinion expressed herein.
In addition, I have assumed that the resolutions authorizing the Company to
issue or deliver and sell the Shares pursuant to the Plan will be in full force
and effect at all times at which the Shares are issued or delivered and sold by
the Company, and that the Company will take no action inconsistent with such
resolutions. In rendering the opinion expressed herein I have relied, as to
certain matters of fact, without any independent investigation, inquiry or
verification, upon statements or certificates of representatives of the Company
and upon statements or certificates of public officials.
I hereby consent to the filing of
this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by
the Company to effect the registration of the Shares under the Securities Act
of 1933 (the
Act
). In giving such consent, I do not thereby
admit that I am included 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 promulgated thereunder.
Very truly yours,
/s/ Dennis J. Broderick
Dennis J. Broderick
Executive Vice President, General
Counsel
Exhibit
23.1
Consent of
Independent Registered Public Accounting Firm
The Board of Directors
Macys, Inc.:
We consent to the use of our report dated March 30,
2016 with respect to the consolidated balance sheets of Macys, Inc. and
subsidiaries as of January 30, 2016 and January 31, 2015, and the related
consolidated statements of income, comprehensive income, cash flows, and
changes in shareholders equity for each of the years in the three-year period
ended January 30, 2016, and the effectiveness of internal control over
financial reporting as of January 30, 2016, incorporated by reference in the
registration statement.
/s/ KPMG LLP
Cincinnati, Ohio
September 16, 2016
Consent of
Independent Registered Public Accounting Firm
The Board of Directors
Macys, Inc.:
We consent to the use of our report dated June 24,
2016 with respect to the statements of net assets available for benefits of the
Macys, Inc. 401(k) Retirement Investment Plan as of December 31, 2015 and
2014, and the related statements of changes in net assets available for
benefits for the years then ended, and the supplemental schedule of Form 5500,
Schedule H, line 4i Schedule of Assets (Held at End of Year) as of December
31, 2015, incorporated by reference in the registration statement.
/s/ KPMG LLP
Cincinnati, Ohio
September 16, 2016
Exhibit
24.1
POWERS
OF ATTORNEY
KNOW ALL MEN BY
THESE PRESENTS, that each of the undersigned directors and/or officers of
MACYS, INC., a Delaware corporation (the Company), does hereby constitute
and appoint DENNIS J. BRODERICK, ANN MUNSON STEINES, and MARY E. TALBOTT, or
any of them, their true and lawful attorneys and agents to do any and all acts
and things and execute any and all instruments which said attorneys and agents,
or any of them, may deem necessary or advisable or which said attorneys and
agents, or any of them, may deem necessary or advisable or which may be
required to enable the Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the filing with the
Securities and Exchange Commission of a Registration Statement on Form S-8
relating to the Macys, Inc. 401(k)
RETIREMENT INVESTMENT PLAN, including
specifically but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned, in his or
her capacity as a director and/or officer of the Company, any such Form S-8 and
any and all amendments and supplements thereto and any other instruments or
documents filed as a part of or in connection therewith, and each of the
undersigned does hereby ratify and confirm all that said attorneys and agents
or any of them, may do or cause to be done by virtue hereof.
IN WITNESS
WHEREOF, each of the undersigned has subscribed these presents as of the 26th
day of August, 2016.
/s/ Francis S. Blake
Francis S. Blake
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/s/ Stephen F. Bollenbach
Stephen F. Bollenbach
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/s/John A. Bryant
John A. Bryant
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/s/ Deirdre P. Connelly
Deirdre P. Connelly
/s/ Karen M. Hoguet
Karen M. Hoguet
/s/ Terry J. Lundgren
Terry J. Lundgren
/s/ Craig E. Weatherup
Craig E. Weatherup
/s/ Annie Young-Scrivner
Annie Young-Scrivner
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/s/ Jeffrey Gennette
Jeffrey Gennette
/s/ William H. Lenehan
William H. Lenehan
/s/ Joyce M. Roch
é
Joyce M. Roché
/s/ Marna C. Whittington
Marna C. Whittington
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/s/ Leslie D. Hale
Leslie D. Hale
/s/ Sara Levinson
Sara Levinson
/s/ Paul C. Varga
Paul C. Varga
/s/ Felicia Williams
Felicia Williams
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