Exhibit 8.2

 

 

Osler, Hoskin & Harcourt llp

Box 50, 1 First Canadian Place

 

Toronto, Ontario, Canada  M5X 1B8
416.362.2111  main

416.862.6666  facsimile

 

 

 

 

 

Toronto

 

Montreal

 

Calgary

 

Ottawa

 

Vancouver

 

New York

June 11, 2025

 

Royal Bank of Canada

Royal Bank Plaza

200 Bay Street

Toronto, Ontario

M5J 2J5

 

Dear Sirs/Mesdames:

 

Royal Bank of Canada – US$1,250,000,000 6.750% Limited Recourse Capital Notes, Series 6 (Non-Viability Contingent Capital (NVCC)) (Subordinated Indebtedness) and 1,250,000 Non-Cumulative 5-Year Fixed Rate Reset First Preferred Shares, Series BY (Non-Viability Contingent Capital (NVCC))

 

We have acted as Canadian counsel to Royal Bank of Canada (the “Bank”) in connection with the issue and sale today by the Bank of (i) US$1,250,000,000 aggregate principal amount of 6.750 % Limited Recourse Capital Notes, Series 6 (Non-Viability Contingent Capital (NVCC)) (Subordinated Indebtedness) due 2085 (the “Notes”) and (ii) 1,250,000 Non-Cumulative 5-Year Fixed Rate Reset First Preferred Shares, Series BY (Non-Viability Contingent Capital (NVCC)) of the Bank (the “Preferred Shares” and, collectively with the Notes, the “Securities”) to Computershare Trust Company of Canada, as trustee of Leo LRCN Limited Recourse Trust.

 

We hereby confirm to you that the statements of Canadian tax law set forth under the heading “Canadian Federal Income Tax Considerations” in the prospectus supplement relating to the Securities, dated June 4, 2025 (the “Prospectus Supplement”), are our opinion and are accurate in all material respects subject to the limitations and qualifications therein.

 

We hereby consent to the filing of this opinion as an exhibit to the Bank’s Current Report on Form 6-K and to the reference to us under the heading “Canadian Federal Income Tax Considerations” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933.

 

Yours truly,

 

/s/ Osler, Hoskin & Harcourt LLP