Exhibit 5.1
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
October 10, 2024
Apollo Global Management, Inc.
9 West 57th Street, 42nd Floor
New York, New York 10019
Registration Statement on Form S-3ASR (File No. 333-271275)
Ladies and Gentlemen:
We have acted as counsel to (i) Apollo Global Management, Inc., a Delaware corporation (the Company), (ii) Apollo Asset Management, Inc., a Delaware corporation (the Corporate Guarantor), and (iii) each of the entities listed on Schedule I hereto (collectively, the Limited Partnership Guarantors and, together with the Corporate Guarantor, the Guarantors) in connection with the Registration Statement on Form S-3ASR (File No. 333-271275) (the Registration Statement), which became effective on April 14, 2023. You have asked us to furnish our opinion as to the legality of $500,000,000 aggregate principal amount of the Companys 6.000% Fixed-Rate Resettable Junior Subordinated Notes due 2054 (the Notes), including the guarantees endorsed thereon (the Guarantees) which are registered under the Registration Statement and which are being sold today pursuant to an Underwriting Agreement, dated October 3, 2024 (the Underwriting Agreement), by and among J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the underwriters named on Schedule I thereto (the Underwriters), the Company and the Guarantors.
The Notes and the related Guarantees are to be issued under an indenture, dated as of October 10, 2024 (the Indenture), by and among the Company, the Guarantors and U.S. Bank Trust Company, National Association, as Trustee (the Trustee), and pursuant to resolutions adopted by the Companys board of directors on April 27, 2023, the board of directors of the Corporate Guarantor on April 27, 2023, and the general partner of each Limited Partnership Guarantor on October 3, 2024.
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:
1. the Registration Statement;
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
Apollo Global Management, Inc. |
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2. the preliminary prospectus supplement dated October 3, 2024 (the Preliminary Prospectus);
3. the final term sheet dated October 3, 2024 set forth on Schedule III to the Underwriting Agreement;
4. the final prospectus supplement dated October 3, 2024 (the Final Prospectus);
5. the Underwriting Agreement;
6. the Indenture; and
7. the form of Notes to be issued on the date of this letter (including the Guarantee).
In addition, we have examined (i) such corporate records of (a) the Company as we have considered appropriate, including a copy of the amended and restated certificate of incorporation and the amended and restated bylaws of the Company, certified by the Company as in effect on the date hereof, and copies of resolutions of the board of directors of the Company relating to the issuance of the Securities certified by the Company, and (b) the Corporate Guarantor as we have considered appropriate, including a copy of the amended and restated certificate of incorporation and the amended and restated bylaws of the Corporate Guarantor, certified by the Corporate Guarantor as in effect on the date hereof, and copies of resolutions of the board of directors of the Corporate Guarantor relating to the issuance of the Guarantees certified by the Corporate Guarantor; (ii) such limited partnership records of each Limited Partnership Guarantor as we have considered appropriate, including a copy of the certificate of limited partnership, as amended, and limited partnership agreement, as amended, of each Limited Partnership Guarantor, certified by the general partner of each Limited Partnership Guarantor as in effect on the date hereof, and copies of resolutions of the general partner of each Limited Partnership Guarantor relating to the Guarantees by the Limited Partnership Guarantors, certified by the general partner of each Limited Partnership Guarantor; and (iii) such other certificates, agreements and documents as we deemed relevant and necessary as a basis for the opinions expressed below.
We have also relied upon oral and written statements of officers and representatives of the Company and the Guarantors, the representations and warranties of the Company and the Guarantors made in the Underwriting Agreement as to factual matters and upon certificates of public officials and the officers of the Company.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
Apollo Global Management, Inc. |
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In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all such latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that:
1. The Notes, when duly authenticated by the Trustee, and duly issued and delivered by the Company against payment as provided in the Underwriting Agreement, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except that the enforceability of the Notes may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
2. When the Notes are duly issued and delivered by the Company against payment as provided in the Underwriting Agreement, the Guarantee of each Guarantor will constitute a legal, valid and binding obligation of such Guarantor, enforceable against each Guarantor in accordance with its terms, except that the enforceability of each Guarantee may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors rights generally and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
The opinions expressed above are limited to the laws of the State of New York, the Delaware General Corporation Law, the Revised Uniform Limited Partnership Act of the State of Delaware and the federal laws of the United States of America. Our opinions are rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
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We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading Legal Matters in the base prospectus included in the Registration Statement and in the Final Prospectus. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required by the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
Apollo Global Management, Inc. |
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Schedule I
Limited Partnership Guarantor |
Jurisdiction of Formation | |
Apollo Principal Holdings A, L.P. |
Delaware | |
Apollo Principal Holdings B, L.P. |
Delaware | |
Apollo Principal Holdings C, L.P. |
Delaware | |
AMH Holdings (Delaware), L.P. |
Delaware | |
Apollo Management Holdings, L.P. |
Delaware |