8-K – 2025-08-26 – 0001104659-25-083093-xbrl.zip

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Exhibit 5.1

 

 

August 26, 2025

 

Block Financial LLC

H&R Block, Inc.

One H&R Block Way

Kansas City, Missouri 64105

 

Re: Offering of 5.375% Notes due 2032

 

Ladies and Gentlemen:

 

We have acted as counsel to Block Financial LLC,

a Delaware limited liability company (the “ Issuer ”), and H&R Block, Inc., a Missouri corporation (the “ Guarantor ”

and together with the Issuer, the “ Companies ”), in connection with the offer and sale by the Issuer of $350 million

in aggregate principal amount of the Issuer’s 5.375% Notes due 2032 (the “ Notes ”) and the related guarantees

thereof by the Guarantor (the “ Guarantees ”) endorsed on the Notes, pursuant to the Underwriting Agreement dated August 19,

2025 (the “ Underwriting Agreement ”) among the Issuer, the Guarantor, and J.P. Morgan Securities LLC, PNC Capital Markets

LLC, and U.S. Bancorp Investments, Inc. for themselves and as representatives of the underwriters listed in Schedule A thereto.

 

In so acting, we have reviewed originals or copies

(certified or otherwise identified to our satisfaction) of (i) the Underwriting Agreement; (ii) the Registration Statement on

Form S-3 (File No. 333-281584) filed with the U.S. Securities and Exchange Commission on August 15, 2024 (the “ Registration

Statement ”) under the Securities Act of 1933, as amended (the “ Securities Act ”); (iii) the prospectus

dated August 15, 2024 (the “ Base Prospectus ”), which forms a part of the Registration Statement; (iv) the

prospectus supplement dated August 19, 2025 (the “ Prospectus Supplement ,” and, together with the Base Prospectus,

the “ Prospectus ”); (v) the Indenture dated as of October 20, 1997 (the “ Original Indenture ”),

among Block Financial Corporation, as predecessor to the Issuer, the Guarantor, Deutsche Bank Trust Company Americas (f/k/a Bankers Trust

Company), as trustee (the “ First Trustee ”); (vi) the First Supplemental Indenture, dated as of April 18,

2000 (the “ First Supplemental Indenture ”), among Block Financial Corporation, as predecessor to the Issuer, the Guarantor,

the First Trustee and The Bank of New York, as separate trustee under the Original Indenture in respect of the Issuer’s 8.50% Notes

due 2007; (vii) the Second Supplemental Indenture, dated as of September 30, 2015 (the “ Second Supplemental Indenture ”),

among the Issuer, the Guarantor, the First Trustee and U.S. Bank National Association (the “ Second Trustee ”), as separate

trustee under the Original Indenture in respect of the Issuer’s 4.125% Notes due 2020 and 5.250% Notes due 2025; (viii) the

Third Supplemental Indenture, dated as of August 7, 2020 (the “ Third Supplemental Indenture ”) among the Issuer,

the Guarantor, the First Trustee and the Second Trustee, as separate trustee under the Indenture in respect of the Issuer’s 3.875%

Notes due 2030; (ix) the Fourth Supplemental Indenture, dated as of June 25, 2021 (the “ Fourth Supplemental Indenture ”)

among the Issuer, the Guarantor, the First Trustee and the Second Trustee, as separate trustee under the Indenture in respect of the Issuer’s

2.500% Notes due 2025; (x) the Fifth Supplemental Indenture, dated as of August 26, 2025 (the “ Fifth Supplemental Indenture ”)

among the Issuer, the Guarantor, the First Trustee and the Second Trustee, as separate trustee under the Indenture in respect of the Notes

and successor trustee to First Trustee for all purposes under the Indenture from and after the date thereof; (xi) the Officers’

Certificate of the Issuer dated as of August 26, 2025, establishing the terms of the Notes (the Officers’ Certificate, together

with the Original Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental

Indenture, the Fourth Supplemental Indenture, and the Fifth Supplemental Indenture, collectively, the “ Indenture ”);

(xii) an executed copy of the global note representing the Notes and the Guarantees endorsed on the Notes; and (xiii) such corporate

and limited liability company records, agreements, documents and other instruments, and such certificates or comparable documents of public

officials and of officers and other representatives of the Companies, and have made such inquiries of such officers and representatives,

as we have deemed relevant and necessary as a basis for the opinions set forth below, and we have assumed that such certificates and other

documents and responses to our inquiries are true and correct as of the date hereof, without independent investigation on our part.

 

 

 

 

Block Financial LLC

H&R Block, Inc.

Page 2

 

In issuing this opinion letter, with your permission,

we have assumed, without independent investigation on our part, that (a) each agreement, certificate, document, instrument, record

and paper (as used in this paragraph, each, a “ document ”) reviewed by us as an original is authentic; (b) each

document reviewed by us as a certified, conformed, telecopied or photostatic copy conforms to the original of such document and each such

original is authentic; (c) all signatures appearing on the documents reviewed by us are genuine; (d) all natural persons who

have signed, or will sign, any document reviewed by us had, or will have, as the case may be, the legal capacity and competency to do

so at the time of such signature; (e) the due authorization, execution and delivery of all documents by all parties and the validity,

binding effect and enforceability thereof (other than the authorization, execution and delivery of the documents by the Companies); (f) each

of the Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the

Fourth Supplemental Indenture, and the Fifth Supplemental Indenture is in full force and effect and has not been terminated; and (g) all

Notes will be issued and sold in compliance with the applicable federal and state securities laws and in the manner stated in the Registration

Statement and the Prospectus.

 

Based upon the foregoing, and subject to the assumptions

and qualifications set forth in this opinion letter, we are of the opinion as of this date that:

 

1. When the Notes have been duly executed, authenticated, issued and delivered by or on behalf of the Issuer

 

against payment therefor in accordance with the

terms of the Underwriting Agreement and the Indenture as described in the Registration Statement and the Prospectus, the Notes will constitute

valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms.

 

2. When the Notes have been duly executed, authenticated, issued and delivered by or on behalf of the Issuer

 

against payment therefor in accordance with the

terms of the Underwriting Agreement and the Indenture as described in the Registration Statement and the Prospectus, the Guarantees will

constitute the valid and binding obligations of the Guarantor enforceable against the Guarantor in accordance with their terms.

 

The opinions expressed above with respect to the

validity, binding effect and enforceability of the Notes and the Guarantees are subject to applicable bankruptcy, insolvency, fraudulent

conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability,

to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether

enforcement is sought in a proceeding at law or in equity).

 

The opinions expressed herein are given as of

the date hereof only with respect to the present status of the laws of the State of Missouri, State of New York and the limited liability

company laws of the State of Delaware (excluding the statutes, ordinances, rules and regulations of counties, towns, municipalities

and special political subdivisions of the State of Missouri, State of New York or State of Delaware), and we expressly disclaim any obligation

to update or supplement our opinions in response to changes in the law by legislative or regulatory action, judicial decision or otherwise

becoming effective hereafter or future events or circumstances affecting the transactions contemplated by the Underwriting Agreement.

 

We consent to your filing this opinion letter

as an exhibit to the Current Report on Form 8-K and to the reference to our firm contained under the heading “Legal Matters”

in the Prospectus constituting a part of the Registration Statement. This consent is not to be construed as an admission that we are a

person whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act.

 

This opinion letter is rendered solely for your

benefit in connection with the above matter and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable

provisions of the Securities Act, but may not be relied upon in any manner by any other person without our prior written consent.

 

Sincerely,

 

Stinson LLP

 

/s/ Stinson LLP