Exhibit 5.1
[LETTERHEAD OF ALSTON & BIRD LLP]
August 27, 2024
The Home Depot, Inc.
2455 Paces Ferry Road
Atlanta, Georgia 30339-4024
| Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We are acting as counsel to The Home Depot, Inc.,
a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration
Statement”) being filed on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the issuance and
sale by the Company from time to time, pursuant to Rule 415 of the Commission, of debt securities of the Company (the “Debt
Securities”). We are delivering this opinion letter in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5) of
the Commission’s Regulation S-K.
In connection with this opinion letter, we have
examined such corporate records, certificates and other documents as we have deemed necessary or appropriate for the purposes hereof,
including the Certificate of Incorporation of the Company, as amended (the “Charter”), and the By-Laws of the Company, as
amended (the “By-Laws”), each as in effect on all relevant dates, resolutions of the Board of Directors or committees thereof
and an officer of the Company related to the Debt Securities and the related indentures, the filing of the Registration Statement and
certain related matters (the “Company Resolutions”) as in effect on all relevant dates, the Registration Statement, and the
indentures and related forms of note being filed as exhibits to the Registration Statement. As to certain factual matters, but not conclusions
of law, we have relied upon certificates or comparable documents of officers and other representatives of the Company and of public officials.
Except as otherwise expressly set forth, we have made no independent examination of facts, review of court records or other public records,
or factual investigation for the purposes of this opinion letter.
For purposes of this opinion letter, we have
assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as certified, conformed, photostatic, electronic or telefacsimile copies, the legal competence of all
natural persons who execute any documents, and the due authorization, execution and delivery of and the validity and binding effect of
all agreements of all parties other than the Company that relate to the offer and sale of Debt Securities.
Our opinion set forth herein is limited to (a) the
General Corporation Law of the State of Delaware and (b) the laws of the State of New York as they relate to the enforceability
of agreements referred to herein, in each case that, in our professional judgment, are normally applicable to transactions of the type
contemplated by the Registration Statement, and we do not express any opinion herein concerning any other laws.
Based on the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, it is our opinion that (i) when the Registration Statement has become
effective under the Securities Act, (ii) when an appropriate prospectus supplement with respect to any Debt Securities has been
prepared, delivered and filed by the Company in compliance with the Securities Act and the applicable rules and regulations of the
Commission thereunder, (iii) if Debt Securities are to be sold pursuant to a firm commitment underwritten offering, when the underwriting
agreement with respect to such Debt Securities has been duly authorized, executed and delivered by the Company and the other parties
thereto, (iv) when an indenture relating to the Debt Securities has been duly authorized, executed and delivered by the Company
and the other parties thereto, (v) when the terms of such Debt Securities and of their issuance and sale have been duly established
in conformity with the applicable indenture and (vi) when such Debt Securities have been duly executed and authenticated in accordance
with the applicable indenture and issued, delivered and sold by the Company for the agreed-upon consideration therefor as contemplated
by the Registration Statement, and if all the foregoing actions are taken pursuant to the authority granted in the Company Resolutions
and so as not to violate the Charter, the By-Laws or any applicable law, rule or regulation or result in a default under or breach
of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court
or governmental body having jurisdiction over the Company, the Debt Securities will constitute valid and legally binding obligations
of the Company, subject to the effects of (a) bankruptcy, fraudulent conveyance or fraudulent transfer, insolvency, reorganization,
moratorium, liquidation, conservatorship and similar laws, and limitations imposed under judicial decisions, related to or affecting
creditors’ rights and remedies generally, (b) general equitable principles, regardless of whether the issue of enforceability
is considered in a proceeding in equity or at law and principles limiting the availability of the remedy of specific performance, (c) concepts
of good faith, fair dealing, materiality and reasonableness, and (d) the possible unenforceability under certain circumstances of
provisions providing for indemnification or contribution that are contrary to public policy.
The only opinion rendered by us consists of those
matters set forth in the immediately preceding paragraph, and no opinion may be implied or inferred beyond the opinion expressly stated.
We note specifically that the Debt Securities
may be issued from time to time on a delayed or continuous basis, and our opinion is limited to the applicable laws, including the related
rules and regulations, as in effect on the date hereof. We make no undertaking and expressly disclaim any duty to supplement or
update such opinion if, after the date hereof, facts or circumstances come to our attention or changes in the law occur which could affect
such opinion.
This opinion letter is provided for use solely
in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted, referred to or
otherwise relied upon for any other purpose without our express prior written consent.
We consent to the filing of this opinion letter
as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the prospectus
which forms a part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
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Very Truly Yours, |
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/s/ Alston & Bird LLP |
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ALSTON & BIRD LLP |