Exhibit (5)(b)
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP
January 29, 2024
The Procter & Gamble Company
One Procter &
Gamble Plaza
Cincinnati, Ohio 45202
Ladies and Gentlemen:
We are acting as counsel to the underwriters in connection with the Registration Statement on Form
S-3 (File No. 333-275071) (the Registration Statement), under the Securities Act of 1933, as amended (the Securities Act), with respect to
the issuance of (i) $600,000,000 aggregate principal amount of 4.350% Notes due January 29, 2029 (the 4.350% Notes) and (ii) $750,000,000 aggregate principal amount of 4.550% Notes due January 29, 2034 (the 4.550%
Notes and, together with the 4.350% Notes, the Debt Securities) of The Procter & Gamble Company, an Ohio corporation (the Company). With your permission, all assumptions and statements of reliance herein have
been made without any independent investigation or verification on our part, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.
The Debt Securities are issuable under an indenture, dated September 3, 2009, by and between the Company and Deutsche Bank Trust Company
Americas, as trustee (the Indenture) filed as Exhibit (4)(a) to the Registration Statement. Deutsche Bank Trust Company Americas is referred to herein as the Trustee.
For purposes of this opinion, the Agreements are (i) the Pricing Agreement, dated January 24, 2024 (the 4.350%
Notes Pricing Agreement), between the Company and the several underwriters party thereto (collectively, the Underwriters), relating to the 4.350% Notes, (ii) the Pricing Agreement, dated January 24, 2024 (the 4.550%
Notes Pricing Agreement and, together with the 4.350% Notes Pricing Agreement, the Pricing Agreements), between the Company and the Underwriters, relating to the 4.550% Notes and (iii) the Underwriting Agreement, dated
January 24, 2024, between the Company and the Underwriters incorporated by reference in the Pricing Agreements.
In connection with
this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed, electronic or reproduction copies, of such agreements, instruments, documents and records of the Company, such certificates of
public officials and such other documents, and (iii) received such information from officers and representatives of the Company and others as we have deemed necessary or appropriate for the purposes of this opinion. We have examined, among
other documents, the following:
(a) the Agreements;
(b) the Indenture; and
(c) the Debt Securities.
The documents referred to in items (a) through (c) above, inclusive, are referred to herein collectively as the Documents.
In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity
of original and certified documents and the conformity to original or certified documents of all copies submitted to us as certified, conformed, electronic or reproduction copies. As to various questions of fact relevant to the opinion expressed
herein, we have relied upon, and assume the accuracy of, the representations and warranties contained in the Documents, certificates and oral or written statements and other information of or from officers or other appropriate representatives of the
Company and others and assume compliance on the part of all parties to the Documents with the covenants and agreements contained therein.
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T: +1.212.859.8000 friedfrank.com