EX-5.1
Published on June 12, 2023
 
Exhibit 5.1        June 12, 2023  The PNC Financial Services Group, Inc.  The Tower at PNC Plaza  300 Fifth Avenue, 18th Floor  Pittsburgh, Pennsylvania 15222-2401  Ladies and Gentlemen:  I have acted as counsel to The PNC Financial Services Group, Inc., a Pennsylvania corporation  (the “Company”), in connection with the issuance and sale on June 12, 2023, of (a) $1,000,000,000  aggregate principal amount of the Company’s 5.812% Fixed Rate/Floating Rate Senior Notes due June  12, 2026, and (b) $2,500,000,000 aggregate principal amount of the Company’s 5.582% Fixed  Rate/Floating Rate Senior Notes due June 12, 2029 (collectively, the “Notes”), pursuant to the  Registration Statement.  In rendering this opinion, I have examined such corporate records and other documents, and  have reviewed such matters of law, as I, or attorneys under my supervision, have deemed necessary or  appropriate. In rendering this opinion, I have relied upon oral and written representations of officers of the  Company and certificates of officers of the Company and public officials with respect to the accuracy of  the factual matters addressed in such representations and certificates. In addition, in rendering this  opinion, I have assumed the genuineness of all signatures or instruments relied upon by me, and the  conformity of certified copies submitted to me with the original documents to which such certified copies  relate.  I express no opinion as to the laws of any jurisdiction other than the federal laws of the United  States and the laws of the Commonwealth of Pennsylvania.  Based on and subject to the foregoing, I am of the opinion that the Notes are the legal, valid  and binding obligations of the Company and are enforceable against the Company in accordance with  their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,  receivership, readjustment of debt, fraudulent conveyance, reorganization, moratorium and other similar  laws relating to or affecting creditors’ rights generally or general equitable principles (whether considered  in a proceeding in equity or at law).  I hereby consent to the filing of a copy of this opinion as Exhibit 5.1 to a Current Report on  Form 8-K of the Company filed with the Securities and Exchange Commission and thereby incorporated  by reference into the Registration Statement. In giving such consent, I do not thereby admit that I am in  the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as  amended, or the rules and regulations thereunder.        
 
      Very truly yours,    /s/ Laura Gleason   Laura Gleason  Deputy General Counsel and Corporate  Secretary  The PNC Financial Services Group, Inc.