Exhibit 5.1
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Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
davispolk.com |
March 11, 2024
Capital
One Financial Corporation
1680 Capital One Drive
McLean,
Virginia 22102
Ladies and Gentlemen:
Capital One Financial
Corporation, a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File
No. 333-277813) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including the
7,500,000 shares of its common stock, par value $0.01 per share (the “Securities”), offered pursuant to the Company’s Dividend Reinvestment and Stock Purchase Plan.
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have
deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry
or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents
that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate
and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the
foregoing, we advise you that, in our opinion, when the Securities have been issued and delivered against payment therefor, the Securities will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law
of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K
to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the prospectus supplement, which is a
part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP