Obligation Royal Bank of Canada 0% ( US78014RCZ10 ) en USD

Royal Bank of Canada

100 % ⇌

Canada

US78014RCZ10 ( en USD )

28/11/2022 - Obligation échue

Prospectus brochure de l'obligation Royal Bank of Canada US78014RCZ10 en USD 0%, échue

1 000 USD

30 000 000 USD

78014RCZ1

La Banque Royale du Canada (RBC) est une institution financière multinationale canadienne offrant une large gamme de services financiers, incluant les services bancaires aux particuliers et aux entreprises, la gestion de patrimoine, les marchés des capitaux et l'assurance.

L'Obligation émise par Royal Bank of Canada ( Canada ) , en USD, avec le code ISIN US78014RCZ10, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/11/2022

L'Obligation émise par Royal Bank of Canada ( Canada ) , en USD, avec le code ISIN US78014RCZ10, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Royal Bank of Canada ( Canada ) , en USD, avec le code ISIN US78014RCZ10, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 form424b2.htm CMS2 FLOATING RATE W FLOOR 78014RCZ1
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 2 7 0 0 1
Pricing Supplement
$30,000,000
Dated May 21, 2020
Floating Rate Notes with Coupon Floor,
Due November 28, 2022
To the Product Prospectus Supplement FIN-1 Dated September
Royal Bank of Canada
20, 2018, and the Prospectus and Prospectus Supplement,
each dated September 7, 2018
Royal Bank of Canada is offering the CMS Floating Rate Notes with Coupon Floor (the "Notes") described below.
The CUSIP number for the Notes is 78014RCZ1.
The Notes will pay interest quarterly, on the 28th day of each February, May, August and November, commencing on August 28,
2020 and ending on the Maturity Date.
The "Reference Rate" is the 2 Year CMS rate. The Notes will accrue interest at a per annum rate equal to the Reference Rate
(subject to a Coupon Floor of 1.00%).
The Notes will not be listed on any securities exchange.
Investing in the Notes involves a number of risks. See "Additional Risk Factors" on page P-7 of this pricing supplement, "Additional
Risk Factors Specific to the Notes" beginning on page PS-5 of the product prospectus supplement FIN-1 dated September 20,
2018, and "Risk Factors" beginning on page S-1 of the prospectus supplement dated September 7, 2018.
The Notes will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance
Corporation or any other Canadian or U.S. government agency or instrumentality. The Notes are not subject to conversion into our
common shares under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of
these securities or determined that this pricing supplement is truthful or complete. Any representation to the contrary is a criminal
offense.
The initial estimated value of the Notes as of the pricing date was $995.20 per $1,000 in principal amount, which is less than the
price to the public. The actual value of the Notes at any time will reflect many factors, cannot be predicted with accuracy, and may
be less than this amount. We describe our determination of the initial estimated value in more detail below.
RBC Capital Markets, LLC will offer the Notes at varying public offering prices related to prevailing market prices, and will purchase
the Notes from us on the Issue Date at a purchase price that will be equal to 99.80% of the principal amount. See "Supplemental
Plan of Distribution (Conflicts of Interest)" below.
We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on May 28, 2020, against
payment in immediately available funds.
RBC Capital Markets, LLC

Floating Rate Notes with Coupon Floor
Royal Bank of Canada

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SU M M ARY
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the
product prospectus supplement FIN-1, the prospectus supplement, and the prospectus.
Issuer:
Royal Bank of Canada ("Royal Bank")
Underwriter:
RBC Capital Markets, LLC
Currency:
U.S. Dollars
Minimum Investment:
$1,000 and minimum denominations of $1,000 in excess of $1,000
Pricing Date:
May 21, 2020
Issue Date:
May 28, 2020
Maturity Date:
November 28, 2022
Interest Rate:
The Reference Rate, subject to the Coupon Floor.
Reference Rate:
2 Year CMS Rate, as reported on Reuters Page ICESWAP1 or any successor page thereto at 11:00 am
New York time
Coupon Floor:
1.00%
Day Count Fraction:
30/360
Type of Note:
Floating Rate Notes with Coupon Floor
Interest Payment
Quarterly, on the 28th day of each February, May, August and November, commencing on August 28,
Dates:
2020 and ending on the Maturity Date. If any Interest Payment Date is not a New York business day,
interest will be paid on the next New York business day as further discussed beginning on page S-20 of
the prospectus supplement, without adjustment for period end dates and no additional interest will be
paid in respect of the postponement.
Interest Period:
Each period from and including an Interest Payment Date (or, for the first period, the Settlement Date) to
but excluding the next following Interest Payment Date.
Interest Determination
Five U.S. government securities settlement days prior to the beginning of each interest period. A "U.S.
Dates During Floating
government securities settlement day" is any day except a Saturday, a Sunday, or a day on which The
Rate Period:
Securities Industry and Financial Markets Association (or any successor thereto) recommends that the
fixed income departments of its members be closed for the entire day for purposes of trading in U.S.
government securities.
Redemption:
Not Applicable.
Survivor's Option:
Not Applicable.

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RBC Capital Markets, LLC

Floating Rate Notes with Coupon Floor
Royal Bank of Canada

U.S. Tax Treatment:
We intend to take the position that the Notes will be treated as variable rate debt instruments providing
for a qualified floating rate for U.S. federal income tax purposes. Under this characterization, the Notes
may be issued with de minimis OID. Please see the discussion in the accompanying prospectus dated
September 7, 2018 under the section entitled "Tax Consequences--United States Taxation" and
specifically the discussion under "Tax Consequences--United States Taxation--Original Issue Discount--
Variable Rate Debt Securities," and in the product prospectus supplement FIN-1 dated September 20,
2018 (including the opinion of our counsel Morrison & Foerster LLP) under "Supplemental Discussion of
U.S. Federal Income Tax Consequences" and specifically the discussion under "Supplemental Discussion
of U.S. Federal Income Tax Consequences--Supplemental U.S. Tax Considerations--Where the term of
your notes will exceed one year--Fixed Rate Notes, Floating Rate Notes, Inverse Floating Rate Notes,
Step Up Notes, Leveraged Notes, Range Accrual Notes, Dual Range Accrual Notes and Non-Inversion
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Range Accrual Notes," and "Supplemental Discussion of U.S. Federal Income Tax Consequences--
Supplemental U.S. Tax Considerations--Where the term of your notes will exceed one year--Sale,
Redemption or Maturity of Notes that Are Not Treated as Contingent Payment Debt Instruments," which
apply to your Notes.
The accompanying product prospectus supplement notes that FATCA withholding on payments of gross
proceeds from a sale or redemption of the Notes will only apply to payments made after December 31,
2018. That discussion is modified to reflect regulations proposed by the U.S. Treasury Department that
eliminate the requirement of FATCA withholding on payments of gross proceeds upon the disposition of
financial instruments. The U.S. Treasury Department has indicated that taxpayers may rely on these
proposed regulations pending their finalization. Prospective investors are urged to consult with their own
tax advisors regarding the possible implications of FATCA on their investment in the Notes.

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RBC Capital Markets, LLC

Floating Rate Notes with Coupon Floor
Royal Bank of Canada

Determination of CMS
The 2 Year CMS Rate will be the rate for U.S. dollar swaps with a maturity for the specified number of
Rate:
years, expressed as a percentage, on the applicable Interest Determination Date.

If the 2 Year CMS Rate is not reported on the Interest Determination Date, then the 2 Year CMS Rate
will be a percentage determined on the basis of the mid-market, semi-annual swap rate quotations
provided by five leading swap dealers in the New York City interbank market at approximately 11:00
a.m., New York City time, on that Interest Determination Date. For this purpose, the semi-annual swap
rate means the mean of the bid and offered rates for the semi-annual fixed leg, calculated on a 30/360
day count basis, of a fixed-for-floating U.S. dollar interest rate swap transaction with a term equal to the
applicable number of years commencing on the first date of the applicable interest period and in a
representative amount with an acknowledged dealer of good credit in the swap market, where the
floating leg, calculated on an Actual/360 day count basis, is based on a 3-month LIBOR rate (or any rate
that the Calculation Agent determines to be a successor or an alternative rate to 3-month LIBOR). The
Calculation Agent will select the five swap dealers after consultation with us and will request the principal
New York City office of each of those dealers to provide a quotation of its rate. If at least three
quotations are provided, the 2 Year CMS Rate for that Interest Determination Date will be the arithmetic
mean of the quotations, eliminating the highest and lowest quotations or, in the event of equality, one of
the highest and one of the lowest quotations.

If fewer than three leading swap dealers selected by the Calculation Agent are quoting as described
above, the 2 Year CMS Rate will be the rate that the Calculation Agent, in its sole discretion, determines
to be fair and reasonable under the circumstances at approximately 11:00 a.m., New York City time, on
the relevant Interest Determination Date, taking into account any successor or alternative rate to 3-month
LIBOR, if applicable.
Calculation Agent:
RBC Capital Markets, LLC
Listing:
The Notes will not be listed on any securities exchange.
Clearance and
DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as
Settlement:
described under "Description of Debt Securities--Ownership and Book-Entry Issuance" in the prospectus
dated September 7, 2018).
Terms Incorporated in
All of the terms appearing above the item captioned "Listing" on pages P-2 and P-3 of this pricing
the Master Note:
supplement and the applicable terms appearing under the caption "General Terms of the Notes" in the
product prospectus supplement FIN-1 dated September 20, 2018, as modified by this pricing
supplement.

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RBC Capital Markets, LLC

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Floating Rate Notes with Coupon Floor
Royal Bank of Canada

ADDI T I ON AL T ERM S OF Y OU R N OT ES
You should read this pricing supplement together with the prospectus dated September 7, 2018, as supplemented by the
prospectus supplement dated September 7, 2018 and the product prospectus supplement FIN-1 dated September 20, 2018,
relating to our Senior Global Medium-Term Notes, Series H, of which these Notes are a part. Capitalized terms used but not
defined in this pricing supplement will have the meanings given to them in the product prospectus supplement FIN-1. In the event
of any conflict, this pricing supplement will control. The Notes vary from the terms described in the product prospectus
supplement FIN-1 in several important ways. You should read this pricing supplement carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or
contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours.
You should carefully consider, among other things, the matters set forth in "Risk Factors" in the prospectus supplement dated
September 7, 2018, "Additional Risk Factors Specific to the Notes" in the product prospectus supplement FIN-1 dated September
20, 2018 and "Additional Risk Factors" in this pricing supplement, as the Notes involve risks not associated with conventional debt
securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes. You
may access these documents on the SEC website at www.sec.gov as follows (or if that address has changed, by reviewing our
filings for the relevant date on the SEC website):
Prospectus dated September 7, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000121465918005973/l96181424b3.htm
Prospectus Supplement dated September 7, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000121465918005975/f97180424b3.htm
Product Prospectus Supplement FIN-1 dated September 20, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000114036118038802/form424b5.htm
Our Central Index Key, or CIK, on the SEC website is 1000275. As used in this pricing supplement, the "Company," the "Bank,"
"we," "us," or "our" refers to Royal Bank of Canada.

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RBC Capital Markets, LLC

Floating Rate Notes with Coupon Floor
Royal Bank of Canada

H Y POT H ET I CAL EX AM PLES
The table below presents examples of the hypothetical interest which will accrue on the Notes with a principal amount of $1,000.
The examples below are for purposes of illustration only. The actual interest payments will depend on the Reference Rate on each
interest determination date. The applicable interest rate for each interest period will be determined on a per-annum basis but will
apply only to that interest period.
H ypot he t ic a l I nt e re st
H ypot he t ic a l Qua rt e rly
H ypot he t ic a l Re fe re nc e Ra t e
Ra t e (pe r a nnum )
I nt e re st Pa ym e nt
0.00%
1.00%
$2.50
0.50%
1.00%
$2.50
1.00%
1.00%(1)
$2.50
1.50%
1.50%
$3.75
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2.00%
2.00%
$5.00
2.50%
2.50%
$6.25
3.00%
3.00%
$7.50
3.50%
3.50%
$8.75
4.00%
4.00%
$10.00
4.50%
4.50%
$11.25
5.00%
5.00%
$12.50
5.50%
5.50%
$13.75
6.00%
6.00%
$15.00
(1) The minimum interest rate on the Notes is 1.00% per annum.

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RBC Capital Markets, LLC

Floating Rate Notes with Coupon Floor
Royal Bank of Canada

ADDI T I ON AL RI SK FACT ORS
The Notes involve risks not associated with an investment in ordinary floating rate notes. This section describes the most significant
risks relating to the terms of the Notes. For additional information as to the risks related to an investment in the Notes, please see
the accompanying product prospectus supplement FIN-1 dated September 20, 2018 and the prospectus supplement and
prospectus, each dated September 7, 2018. You should carefully consider whether the Notes are suited to your particular
circumstances before you decide to purchase them. Accordingly, prospective investors should consult their financial and legal
advisors as to the risks entailed by an investment in the Notes and the suitability of the Notes in light of their particular
circumstances.
I nve st ors Are Subje c t t o Our Cre dit Risk , a nd Our Cre dit Ra t ings a nd Cre dit Spre a ds M a y Adve rse ly Affe c t
t he M a rk e t V a lue of t he N ot e s. Investors are dependent on our ability to pay all amounts due on the Notes on the interest
payment dates and at maturity, and, therefore, investors are subject to our credit risk and to changes in the market's view of our
creditworthiness. Any decrease in our credit ratings or increase in the credit spreads charged by the market for taking our credit
risk is likely to adversely affect the market value of the Notes.
T he I nit ia l Est im a t e d V a lue of t he N ot e s I s Le ss t ha n t he Pric e t o t he Public . The initial estimated value that is set
forth on the cover page of this pricing supplement does not represent a minimum price at which we, RBCCM or any of our affiliates
would be willing to purchase the Notes in any secondary market (if any exists) at any time. If you attempt to sell the Notes prior to
maturity, their market value may be lower than the price you paid for them and the initial estimated value. This is due to, among
other things, changes in the level of the Reference Rate, the borrowing rate we pay to issue securities of this kind, and the
inclusion in the price to the public of the underwriting discount and the estimated costs relating to our hedging of the Notes. These
factors, together with various credit, market and economic factors over the term of the Notes, are expected to reduce the price at
which you may be able to sell the Notes in any secondary market and will affect the value of the Notes in complex and
unpredictable ways. Assuming no change in market conditions or any other relevant factors, the price, if any, at which you may be
able to sell your Notes prior to maturity may be less than your original purchase price, as any such sale price would not be
expected to include the underwriting discount and the hedging costs relating to the Notes. In addition to bid-ask spreads, the value
of the Notes determined for any secondary market price is expected to be based on the secondary rate rather than the internal
funding rate used to price the Notes and determine the initial estimated value. As a result, the secondary price will be less than if
the internal funding rate was used. The Notes are not designed to be short-term trading instruments. Accordingly, you should be
able and willing to hold your Notes to maturity.
T he I nit ia l Est im a t e d V a lue of t he N ot e s I s a n Est im a t e Only, Ca lc ula t e d a s of t he T im e t he T e rm s of t he
N ot e s We re Se t . The initial estimated value of the Notes is based on the value of our obligation to make the payments on the
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Notes, together with the mid-market value of the derivative embedded in the terms of the Notes. See "Structuring the Notes"
below. Our estimate is based on a variety of assumptions, including our credit spreads, expectations as to interest rates and
volatility, and the expected term of the Notes. These assumptions are based on certain forecasts about future events, which may
prove to be incorrect. Other entities may value the Notes or similar securities at a price that is significantly different than we do.
The value of the Notes at any time after the pricing date will vary based on many factors, including changes in market conditions,
and cannot be predicted with accuracy. As a result, the actual value you would receive if you sold the Notes in any secondary
market, if any, should be expected to differ materially from the initial estimated value of your Notes.
Re gula t ory I nve st iga t ions Re ga rding Pot e nt ia l M a nipula t ion of CM S Ra t e s M a y Adve rse ly Affe c t Y our N ot e s.
It has been reported that certain U.S. and non-U.S. regulators are investigating potential manipulation of CMS rates and other swap
rates. If such manipulation occurred, it may have resulted in these rates, including CMS2 being artificially lower (or higher) than it
or they would otherwise have been. Any changes or reforms affecting the determination or supervision of these rates in light of
these investigations may result in a sudden or prolonged increase or decrease in

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RBC Capital Markets, LLC

Floating Rate Notes with Coupon Floor
Royal Bank of Canada

these reported rates, which may have an adverse impact on the trading market for CMS-benchmarked securities, such as the
Notes, the market value of your notes and the payments on your Notes.
U nc e rt a int y About t he Fut ure of LI BOR a nd t he Pot e nt ia l Disc ont inua nc e of LI BOR M a y Adve rse ly Affe c t t he
V a lue of t he N ot e s. T he Re fe re nc e Ra t e I s Ba se d on H ypot he t ic a l I nt e re st Ra t e Sw a ps Re fe re nc ing 3 -M ont h
U .S. Dolla r LI BOR. The Chief Executive of the United Kingdom Financial Conduct Authority (the "FCA"), which regulates LIBOR,
has announced that the FCA intends to stop persuading or compelling banks to submit rates for the calculation of LIBOR after
2021. At this time, it is not possible to predict the effect of any such changes on 3-month U.S. dollar LIBOR and, therefore, CMS2.
Uncertainty as to the nature of such potential changes or other reforms may adversely affect the payments on the Notes, and
accordingly, the value of and the trading market for the Notes during their term. If CMS2 is discontinued, the Calculation Agent will
have significant discretion in determining the interest payable on the Notes.

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RBC Capital Markets, LLC

Floating Rate Notes with Coupon Floor
Royal Bank of Canada

H I ST ORI CAL I N FORM AT I ON
Historically, the Reference Rate has experienced significant fluctuations. Any historical upward or downward trend in the level of the
Reference Rate during any period shown below is not an indication that the interest payable on the Notes is more or less likely to
increase or decrease at any time during the term of the Notes.
The graph below sets forth the historical performance of the Reference Rate from January 1, 2015 through May 21, 2020.
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Source: Bloomberg L.P.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS

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RBC Capital Markets, LLC

Floating Rate Notes with Coupon Floor
Royal Bank of Canada

SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON (CON FLI CT S OF I N T EREST )
Delivery of the Notes will be made against payment for the Notes on May 28, 2020, which is expected to be the fourth (4th)
business day following the Pricing Date (this settlement cycle being referred to as "T+4"). See "Plan of Distribution" in the
prospectus supplement dated September 7, 2018. For additional information as to the relationship between us and RBC Capital
Markets, LLC, please see the section "Plan of Distribution--Conflicts of Interest" in the prospectus dated September 7, 2018.
We will deliver the Notes on a date that is greater than two business days following the Trade Date. Under Rule 15c6-1 of the
Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes more than two business days prior to the
original Issue Date will be required to specify alternative settlement arrangements to prevent a failed settlement.
After the initial offering of the Notes, the price to the public may change.
The value of the Notes shown on your account statement may be based on RBCCM's estimate of the value of the Notes if
RBCCM or another of our affiliates were to make a market in the Notes (which it is not obligated to do). That estimate will be
based upon the price that RBCCM may pay for the Notes in light of then prevailing market conditions, our creditworthiness and
transaction costs. For a period of up to approximately six months after the issue date of the Notes, the value of the Notes that may
be shown on your account statement is expected to be higher than RBCCM's estimated value of the Notes at that time. This is
because the estimated value of the Notes will not include the underwriting discount and our hedging costs and profits; however,
the value of the Notes shown on your account statement during that period may initially be a higher amount, reflecting the addition
of RBCCM's underwriting discount and our estimated costs and profits from hedging the Notes. This excess is expected to
decrease over time until the end of this period. After this period, if RBCCM repurchases your Notes, it expects to do so at prices
that reflect their estimated value.
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We may use this pricing supplement in the initial sale of the Notes. In addition, RBCCM or another of our affiliates may use this
pricing supplement in a market-making transaction in the Notes after their initial sale. Unless we or our agent informs the
purchaser otherwise in the confirmation of sale, this pricing supplement is being used in a market-making transaction.
Each of RBCCM and any other broker-dealer offering the Notes have not offered, sold or otherwise made available and will not
offer, sell or otherwise make available any of the Notes to, any retail investor in the European Economic Area ("EEA") or in the
United Kingdom. For these purposes, the expression "offer" includes the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the
Notes, and a "retail investor" means a person who is one (or more) of: (a) a retail client, as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, "MiFID II"); or (b) a customer, within the meaning of Directive (EU) 2016/97, as amended,
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (c) not a
qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the EEA or the United Kingdom has been prepared, and therefore, offering or
selling the Notes or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful
under the PRIIPs Regulation.

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RBC Capital Markets, LLC

Floating Rate Notes with Coupon Floor
Royal Bank of Canada

ST RU CT U RI N G T H E N OT ES
The Notes are our debt securities, the return on which is linked to the Reference Rate. As is the case for all of our debt securities,
including our structured notes, the economic terms of the Notes reflect our actual or perceived creditworthiness at the time of
pricing. In addition, because structured notes result in increased operational, funding and liability management costs to us, we
typically borrow the funds under these Notes at a rate that is more favorable to us than the rate that we might pay for a
conventional fixed or floating rate debt security of comparable maturity. Using this relatively lower implied borrowing rate rather than
the secondary market rate, is a factor that reduced the initial estimated value of the Notes at the time their terms were set. Unlike
the estimated value included on the cover page of this pricing supplement, any value of the Notes determined for purposes of a
secondary market transaction may be based on a different funding rate, which may result in a lower value for the Notes than if our
initial internal funding rate were used.
In order to satisfy our payment obligations under the Notes, we may choose to enter into certain hedging arrangements (which may
include call options, put options or other derivatives) on the issue date with RBCCM or one of our other subsidiaries. The terms of
these hedging arrangements take into account a number of factors, including our creditworthiness, interest rate movements, the
volatility of the Reference Rate, and the tenor of the Notes. The economic terms of the Notes and their initial estimated value
depend in part on the terms of these hedging arrangements.
The lower implied borrowing rate is a factor that reduced the economic terms of the Notes to you. The initial offering price of the
Notes also reflects the underwriting commission and our estimated hedging costs. These factors resulted in the initial estimated
value for the Notes on the pricing date being less than their public offering price. See "Additional Risk Factors--The Initial
Estimated Value of the Notes Is Less than the Price to the Public" above.
V ALI DI T Y OF T H E N OT ES
In the opinion of Norton Rose Fulbright Canada LLP, the issue and sale of the Notes has been duly authorized by all necessary
corporate action of the Bank in conformity with the Indenture, and when the Notes have been duly executed, authenticated and
issued in accordance with the Indenture and delivered against payment therefor, the Notes will be validly issued and, to the extent
validity of the Notes is a matter governed by the laws of the Province of Ontario or Québec, or the laws of Canada applicable
therein, and will be valid obligations of the Bank, subject to equitable remedies which may only be granted at the discretion of a
court of competent authority, subject to applicable bankruptcy, to rights to indemnity and contribution under the Notes or the
Indenture which may be limited by applicable law; to insolvency and other laws of general application affecting creditors' rights, to
limitations under applicable limitations statutes, and to limitations as to the currency in which judgments in Canada may be
rendered, as prescribed by the Currency Act (Canada). This opinion is given as of the date hereof and is limited to the laws of the
Provinces of Ontario and Québec and the federal laws of Canada applicable thereto. In addition, this opinion is subject to
customary assumptions about the Trustee's authorization, execution and delivery of the Indenture and the genuineness of
signatures and certain factual matters, all as stated in the letter of such counsel dated September 7, 2018, which has been filed as
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Exhibit 5.1 to Royal Bank's Form 6-K filed with the SEC dated September 7, 2018.
In the opinion of Morrison & Foerster LLP, when the Notes have been duly completed in accordance with the Indenture and issued
and sold as contemplated by the prospectus supplement and the prospectus, the Notes will be valid, binding and enforceable
obligations of Royal Bank, entitled to the benefits of the Indenture, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without
limitation, concepts of good faith, fair dealing and the lack of bad faith). This opinion is given as of the date hereof and is limited to
the laws of the State of New York. This opinion is subject to customary assumptions about the Trustee's authorization, execution
and delivery of the Indenture and the genuineness of signatures and to such counsel's reliance on the Bank and other sources as
to certain factual matters, all as stated in the legal opinion dated September 7, 2018, which has been filed as Exhibit 5.2 to the
Bank's Form 6-K dated September 7, 2018.

P-11
RBC Capital Markets, LLC
https://www.sec.gov/Archives/edgar/data/1000275/000114036120012295/form424b2.htm[5/22/2020 2:45:40 PM]

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