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
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For the month of July, 2024
Commission File Number: 001-13928 |
Royal Bank of Canada
(Name of registrant)
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200 Bay Street
Royal Bank Plaza
Toronto, Ontario
Canada M5J 2J5
Attention: Senior Vice-President,
Deputy General Counsel
& Secretary |
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1 Place Ville Marie
Montreal, Quebec
Canada H3B 3A9
Attention: Senior Vice-President,
Deputy General Counsel
& Secretary |
(Address of principal executive offices)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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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 |
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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 |
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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. 333-275898)
AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY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 (i): the execution and
delivery of the Sixth Supplemental Indenture, dated as of July 23, 2024 between Royal Bank of Canada and The Bank of New York Mellon (as
successor to JPMorgan Chase Bank, National Association), as Trustee, to the Indenture dated as of October 23, 2003 and (ii) the issuance
of the following Senior Global Medium-Term Notes, Series J (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. 333-275898):
| · | $1,250,000,000 aggregate principal amount of 5.069% Senior Fixed Rate/Floating Rate Notes, Due July 23, 2027 |
| · | $700,000,000 aggregate principal amount of Senior Floating Rate Notes, Due July 23, 2027 |
| · | $1,300,000,000 aggregate principal amount of 4.969% Senior Fixed Rate/Floating Rate Notes, Due August 2, 2030 |
EXHIBITS
Exhibit |
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Description of Exhibit |
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4.1 |
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Sixth Supplemental Indenture dated as of July 23, 2024 between Royal Bank of Canada and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, National Association), as Trustee, to the Indenture dated as of October 23, 2003 |
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5.1 |
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Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Bank, as to the validity of the Notes under New York law. |
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5.2 |
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Opinion of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, as to certain matters under Canadian, Ontario and Québec law. |
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8.1 |
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Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Bank, as to certain matters of United States federal income taxation. |
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8.2 |
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Opinion of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, as to certain matters of Canadian federal income taxation. |
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23.1 |
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Consent of Sullivan & Cromwell LLP (included in Exhibits 5.1 and 8.1 above). |
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23.2 |
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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.
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ROYAL BANK OF CANADA |
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By: |
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/S/ Jason Drysdale |
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Name:
Title: |
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Jason Drysdale
Executive Vice-President and Treasurer
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Date: July 23, 2024 |
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Exhibit 4.1
SIXTH SUPPLEMENTAL INDENTURE
Dated as of July 23, 2024
between
ROYAL BANK OF CANADA
and
The Bank of New York MelloN
(as
successor to JPMorgan Chase Bank, National Association),
as
Trustee
to
INDENTURE
Dated as of October 23, 2003
between
ROYAL BANK OF CANADA
and
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Trustee
Sixth
Supplemental Indenture, dated as of July 23, 2024 (this “Sixth Supplemental Indenture”) between Royal
Bank of Canada, a Canadian chartered bank (the “Bank”), having its corporate headquarters located at Royal Bank
Plaza, 200 Bay Street, Toronto, Ontario, Canada M5J 2J5 and its head office located at 1 Place Ville Marie, Montreal, Quebec, Canada H3C
3A9, and The Bank of New York Mellon, as successor to JPMorgan
Chase Bank, National Association, a national banking association, as Trustee (the “Trustee”), under the Senior
Debt Indenture dated as of October 23, 2003 between the Bank and the Trustee (the “Senior Debt Indenture”) as amended
by the First Supplemental Indenture dated as of July 21, 2006 (the “First Supplemental Indenture”), the Second Supplemental
Indenture dated as of February 28, 2007, the Third Supplemental Indenture dated as of September 7, 2018 (the “Third Supplemental
Indenture”), the Fourth Supplemental Indenture dated as of June 22, 2023 (the “Fourth Supplemental Indenture”)
and the Fifth Supplemental Indenture dated as of June 22, 2023 (the “Fifth Supplemental Indenture,” and collectively
with the Senior Debt Indenture and the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture
and the Fourth Supplemental Indenture, the “Indenture”). All capitalized terms used in this Sixth Supplemental Indenture
and not otherwise defined herein have the meanings given such terms in the Indenture.
Recitals
Of The Bank
Whereas,
the Bank and the Trustee entered into the Indenture, pursuant to which one or more series of senior debt securities of the Bank may be
issued from time to time; and
Whereas,
Section 901(5) of the Indenture provides that the Bank and the Trustee at any time and from time to time, may enter into one or more indentures
supplemental thereto, in form satisfactory to the Trustee, to add to, change or eliminate any of the provisions of the Indenture in respect
of one or more series of Securities, provided that any such addition, change or elimination shall neither (i) apply to any Security
of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify
the rights of the Holder of any such Security with respect to such provision;
Whereas,
the Bank wishes to make certain changes only to Securities issued on or after July 23, 2024 and not applying to, or modifying the rights
of Holders of, any other Securities; and
Whereas,
the Bank has requested that the Trustee execute and deliver this Sixth Supplemental Indenture; and all requirements necessary to make
this Sixth Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, and to make the Securities,
when executed by the Bank and authenticated and delivered by the Trustee, the valid, binding and enforceable obligations of the Bank,
have been satisfied; and the execution and delivery of this Sixth Supplemental Indenture has been duly authorized in all respects.
Now, Therefore,
in consideration of the covenants and other provisions set forth in this Sixth Supplemental Indenture and the Indenture, the Bank and
the Trustee mutually covenant and agree with each other, and for the equal and proportionate benefit of the respective Holders of the
applicable Securities from time to time, as follows:
ARTICLE I
PROVISIONS OF GENERAL APPLICATION
Section 1.1. Effect of Sixth Supplemental
Indenture on Indenture.
This Sixth Supplement Indenture is a supplement
to the Indenture. As supplemented by this Sixth Supplemental Indenture, the Indenture is in all respects ratified, approved and confirmed,
and the Indenture and this Sixth Supplemental Indenture shall together constitute one and the same instrument.
Section 1.2. Counterparts.
This Sixth Supplemental Indenture may be executed
in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.
As provided in the New York Electronic Signatures
and Records Act (N.Y. State Tech. §§ 301-309), this instrument may be executed by facsimile signature or other electronic signature
complying with such Act.
Section 1.3. Governing Law.
This Sixth Supplemental Indenture shall be governed
by and construed in accordance with the laws of the State of New York.
Section 1.4. The Trustee.
The Trustee shall not be responsible in any matter
whatsoever for or in respect of the validity or sufficiency of this Sixth Supplemental Indenture or for or in respect of the recitals
contained herein, all of which are made solely by the Bank.
ARTICLE II
AMENDMENTS
Section 2.1. Applicability.
Except as otherwise may be provided pursuant to
Section 301 of the Indenture with respect to any particular Security issued on or after July 23, 2024, Section 2.2 of this Sixth
Supplemental Indenture shall apply to Securities issued on or after July 23, 2024 and shall not apply to, or modify the rights of Holders
or Beneficial Owners of, any Securities issued before July 23, 2024 , or any Security of any series created prior to the execution of
this Sixth Supplemental Indenture.
Section 2.2. Redemption of Securities.
| a) | The second sentence in Section 1102 of the Indenture is hereby amended by replacing “60” with “30”. |
| b) | The first and second sentences of the first paragraph in Section 1103 of the Indenture are hereby amended by replacing each instance
of “60” with “30”. |
| c) | The first sentence in Section 1104 of the Indenture is hereby amended by replacing “not less than 30 nor more than 60”
with “not less than 5 nor more than 30”. |
| d) | The first sentence in Section 1105 of the Indenture is hereby amended by replacing “One Business Day prior to any Redemption
Date” with “On the applicable Redemption Date”. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental
Indenture to be duly executed, all as of the day and year first above written.
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ROYAL BANK OF CANADA |
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By: |
/s/ Jason Drysdale |
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Name: Jason Drysdale Title: Executive Vice-President and Treasurer |
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By: |
/s/ Naeem Mirza |
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Name: Naeem Mirza Title: Vice-President, Financial Resource Optimization |
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THE BANK OF NEW YORK MELLON, (as successor to JPMorgan Chase Bank, N.A.) as Trustee |
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By: |
/s/ Francine Kincaid
Name: Francine Kincaid Title: Vice President |
Exhibit 5.1
Telephone: 1-212-558-4000
Facsimile: 1-212-558-3588
WWW.SULLCROM.COM
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1700 New York Avenue, N.W.
Suite 700
Washington, D.C. 20006-5215
______________________
New York • Los Angeles • Palo Alto
Brussels • Frankfurt
• london • paris
Beijing • Hong Kong
• Tokyo
Melbourne • Sydney
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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. 333-275898)
(the “Registration Statement”) under the Securities Act of 1933 (the “Act”) that was declared effective on December
20, 2023, relating to, among other things, the proposed offer and sale of up to $75,000,000,000 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, by the Third Supplemental Indenture, dated as of September 7, 2018, by the Fourth Supplemental Indenture,
dated as of June 22, 2023, by the Fifth Supplemental Indenture, dated as of June 22, 2023, and by the Sixth Supplemental Indenture, dated
as of July 23, 2024 (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:
| 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 J, dated December 20, 2023 (the
“Master Note”). |
Royal Bank of Canada |
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| 4. | The prospectus dated December 20, 2023, the prospectus supplement dated December 20, 2023 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. |
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 |
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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.
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Very truly yours,
/s/ Sullivan
& Cromwell LLP |
Annex A
Title of Notes |
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Disclosure
Documents |
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$1,250,000,000 aggregate principal amount of 5.069% Senior Fixed Rate/Floating Rate Notes, Due July 23, 2027 |
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Pricing supplement dated July 15, 2024 |
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$700,000,000 aggregate principal amount of Senior Floating Rate Notes, Due July 23, 2027 |
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Pricing supplement dated July 15, 2024 |
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$1,300,000,000 aggregate principal amount 4.969% Senior Fixed Rate/Floating Rate Notes, Due August 2, 2030 |
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Pricing supplement dated July 15, 2024 |
Exhibit 5.2
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July 23, 2024 |
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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
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Royal Bank of Canada
200 Bay Street
Royal Bank Plaza
Toronto, ON M5J 2J5 |
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Dear Sirs/Mesdames:
Senior Global Medium-Term Notes,
Series J – U.S. $700,000,000 aggregate principal amount of Senior Floating Rate Notes due July 23, 2027, U.S.$1,250,000,000 aggregate
principal amount of 5.069% Senior Fixed Rate/Floating Rate Notes due July 23, 2027 and U.S.$1,300,000,000 aggregate principal amount of
4.969% Senior Fixed Rate/Floating Rate Notes due August 2, 2030 (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 July 15, 2024
by and among RBC Capital Markets, LLC, Citigroup Global Markets Inc., Wells Fargo Securities, LLC, ANZ Securities, Inc., KeyBanc Capital
Markets Inc., NatWest Markets Securities Inc. and Santander US Capital Markets LLC, as lead agents on behalf of the Purchasing Agents
listed therein, and the Bank, entered into pursuant to the Distribution Agreement dated December 20, 2023, as amended by the First Amendment
to the Distribution Agreement dated March 5, 2024 (as amended, the Distribution Agreement) relating to the Bank’s Senior
Global Medium-Term Notes, Series J, in an aggregate principal amount of up to U.S.$75,000,000,000, 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, by the Third Supplemental Indenture dated as of September 7, 2018, by the Fourth
Supplemental Indenture dated as of June 22, 2023, by the Fifth Supplemental Indenture dated as of June 22, 2023 and by the Sixth Supplemental
Indenture dated as of July 23, 2024 (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.
We have reviewed or participated, together with
Sullivan & Cromwell LLP, United States counsel to the Bank, in the preparation of the following:
| (i) | the Distribution Agreement; |
| (iii) | the registration statement of the Bank on Form F-3 (File No. 333-275898) dated December 5, 2023, as amended
December 19, 2023 (the Registration Statement); and |
| (iv) | the prospectus of the Bank dated December 20, 2023 included in the Registration Statement (the Basic
Prospectus) as supplemented by the prospectus supplement dated December 20, 2023 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 July 15, 2024 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 July 22, 2024 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. We also express no opinion as to whether the issuance, sale and delivery of the Offered Securities or any contract or other document
relating thereto are in compliance with the Charter of the French Language (Québec).
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. |
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
Exhibit 8.1
Telephone: 1-212-558-4000
Facsimile: 1-212-558-3588
WWW.SULLCROM.COM
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125 Broad Street
New York, New York 10004-2498
______________________
los angeles • Palo
Alto • washington, D.C.
Brussels • Frankfurt
• london • paris
Beijing • Hong Kong
• Tokyo
Melbourne • Sydney
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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 July 15, 2024 (the “Pricing Supplements”)
to the Prospectus Supplement dated December 20, 2023 and the Prospectus dated December 20, 2023 (the “Prospectus”) contained
in the Registration Statement on Form F-3, File No. 333-275898 (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.
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Very truly yours,
/s/ Sullivan & Cromwell
LLP |
Annex A
Title of Note |
Date of Pricing Supplement |
Date of Issue of Note |
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$1,250,000,000 aggregate principal amount of 5.069% Senior Fixed Rate/Floating
Rate Notes, Due July 23, 2027
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July 15, 2024 |
July 23, 2024 |
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$700,000,000 aggregate principal amount of Senior Floating Rate Notes,
Due July 23, 2027
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July 15, 2024 |
July 23, 2024 |
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$1,300,000,000 aggregate principal amount of 4.969% Senior Fixed Rate/Floating Rate Notes, Due August 2, 2030 |
July 15, 2024 |
July 23, 2024 |
Exhibit 8.2
July 23, 2024 |
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Royal Bank of Canada
200 Bay Street
Royal Bank Plaza
Toronto, ON M5J 2J5
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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 J
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 J – U.S. $700,000,000
aggregate principal amount of Senior Floating Rate Notes due July 23, 2027, U.S.$1,250,000,000 aggregate principal amount of 5.069% Senior
Fixed Rate/Floating Rate Notes due July 23, 2027 and U.S.$1,300,000,000 aggregate principal amount of 4.969% Senior Fixed Rate/Floating
Rate Notes due August 2, 2030 (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 July 15, 2024, 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, as amended.
Yours truly,
“Norton Rose Fulbright Canada LLP”
Royal Bank of Canada (NYSE:RY)
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