March 11, 2025
VeriSign, Inc.
12061 Bluemont Way
Reston, Virginia 20190
| Re: |
VeriSign, Inc.
Registration Statement on Form S-3 (File No. 333-285483)
|
Ladies and Gentlemen:
We have acted as counsel to VeriSign, Inc., a Delaware corporation (the “Company”) in
connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3, file no. 333-285483 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included therein, the prospectus supplement, dated March 4,
2025, filed with the Commission on March 6, 2025 pursuant to Rule 424(b) of the Securities Act (the “Prospectus
Supplement”), and the offering by the Company pursuant thereto of $500,000,000 aggregate principal amount of the Company’s 5.250% Senior Notes due 2032 (the “Notes”).
The Notes will be issued pursuant to the Indenture dated as of June 8, 2021 (the
“Base Indenture”), between the Company and U.S. Bank Trust Company, National Association (as
successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, to be dated as of March 11, 2025, relating to the Notes (the “Supplemental Indenture,” and together with the Base
Indenture, the “Indenture”) between the Company and the Trustee. In connection with the
issuance of the Notes, the Company has entered into an Underwriting Agreement dated as of March 4, 2025 (the “Underwriting Agreement”) with the underwriters named therein (the “Underwriters”). The Indenture, the Underwriting Agreement and the Notes are
referred to collectively as the “Note Documents.”
Gibson, Dunn & Crutcher LLP
200 Park Avenue | New York, NY 10166-0193 | T: 212.351.4000 | F: 212.351.4035 | gibsondunn.com
200 Park Avenue | New York, NY 10166-0193 | T: 212.351.4000 | F: 212.351.4035 | gibsondunn.com
March 11, 2025
Page 2
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Base Indenture, the form of the Supplemental Indenture, the form of the Notes, the Underwriting Agreement
and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed,
without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents
submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the
Company and others.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Notes,
when executed and authenticated in accordance with the provisions of the Indenture and issued and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will be legal, valid and binding obligations
of the Company.
The opinions expressed above are subject to the following additional exceptions, qualifications, limitations and assumptions:
A. We render no opinion
herein as to matters involving the laws of any jurisdiction other than the State of New York and to the extent relevant for our opinion herein, the Delaware General Corporation Law (the “DGCL”).
This opinion is limited to the effect of the current state of the laws of the State of New York and the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in
such laws or the interpretations thereof or such facts.
B. The opinions above
are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including without limitation the effect of statutory or other
laws regarding fraudulent transfers or preferential transfers and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific
performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.
March 11, 2025
Page 3
C. We express no opinion
regarding the effectiveness of (i) any waiver of stay, extension or usury laws; (ii) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or
federal or state securities laws or due to the negligence or willful misconduct of the indemnified party; or (iii) any provision that would require payment of any unamortized original issue discount (including any original issue discount
effectively created by payment of a fee).
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal
Matters” in the Registration Statement and the Prospectus Supplement. In giving these consents, 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 promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP