March 15, 2021
Keurig Dr Pepper Inc.
53 South Avenue
Burlington, Massachusetts 01803
Keurig Dr Pepper Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have served as special
New Jersey counsel to Bai Brands LLC, a New Jersey limited liability company (the New Jersey Guarantor), in connection with the issuance and sale by Keurig Dr Pepper Inc. (the Company) of $1,150,000,000
aggregate principal amount of the Companys 0.750% Senior Notes due 2024 (the 2024 Notes), $500,000,000 aggregate principal amount of the Companys 2.250% Senior Notes due 2031 (the 2031 Notes), and
$500,000,000 aggregate principal amount of the Companys 3.350% Senior Notes due 2051 (the 2051 Notes and, together with the 2024 Notes and the 2031 Notes, the Notes), covered by the Registration Statement
on Form S-3 (File No. 333-233477) and Post-Effective Amendment No. 1 (File No. 333-233506) (together, the
Registration Statement), including the prospectus, dated August 27, 2019 and the prospectus supplement constituting a part thereof, dated March 1, 2021 (the Prospectus), filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended (1933 Act). We have represented the New Jersey Guarantor in connection with certain transactions on matters relating to New Jersey limited liability
company law, but do not generally represent the New Jersey Guarantor nor act as its regular outside counsel.
The Notes were issued under
the Companys Indenture, dated as of December 15, 2009 (the Base Indenture) between the Company (or its corporate predecessor) and Wells Fargo Bank, N.A., as trustee (the Trustee), supplemented from
time to time thereafter, including by the eleventh supplemental indenture, dated as of March 15, 2021, among the Company, the Subsidiary Guarantors (defined below) and the Trustee (the Eleventh Supplemental Indenture, and
together with the Base Indenture, the Indenture). The Notes were sold by the Company pursuant to the Underwriting Agreement, dated as of March 1, 2021, among the Underwriters named therein, the Company and the subsidiary
guarantors named therein (the Subsidiary Guarantors), including the New Jersey Guarantor. The Notes provide that they are fully guaranteed (the Guarantees) by each of the Subsidiary Guarantors. For purposes of
our opinions set forth herein, we have assumed, with your consent and without investigation, the correctness and accuracy of the opinions, dated this same date, of Skadden, Arps, Slate, Meagher & Flom LLP.
In connection with rendering the opinions contained in this letter, we have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, agreements, certificates of public officials and other instruments and reviewed such questions of law as we have deemed necessary or appropriate for the purposes of the opinions contained in
this letter, including the following documents:
the Registration Statement and Prospectus;
the Indenture (including the Guarantees contained therein) and Notes;
the certificate of the Secretary of the Company dated as of even date herewith (the Secretarys
the Certificate of Formation of the New Jersey Guarantor filed in the office of the Department of the Treasury
of the State of New Jersey, or its predecessor office (the Filing Office), on the date set forth in the Secretarys Certificate, together with all amendments to the Certificate of Formation, in each case as certified by the
the Seventh Amended and Restated Operating Agreement of the New Jersey Guarantor;
the written consent of the sole member of the New Jersey Guarantor to the transactions that are the subject of
the opinions contained in this letter; and