BlackRock, Inc.
May 21, 2024
Page
2
(b) the Registration Statements on Form S-8 (Nos. 333-137708, 333-169329, 333-197764 and 333-225372) (collectively, the Prior Registration
Statements), which Prior Registration Statements registered shares issuable under the BlackRock, Inc. 1999 Stock Award and Incentive Plan, the Amended and Restated BlackRock, Inc. 1999 Stock Award and Incentive Plan and the BlackRock, Inc.
Second Amended and Restated 1999 Stock Award and Incentive Plan (collectively, the Prior Plans), as applicable, including the Recycled Shares.
(c) the Plan and each of the Prior Plans;
(d) an executed copy of a certificate of R. Andrew Dickson III, Managing Director and Corporate Secretary of the Company, dated the date
hereof (the Secretarys Certificate);
(e) a copy of the Companys Amended and Restated Certificate of Incorporation
(the Amended and Restated Certificate of Incorporation), certified by the Secretary of State of the State of Delaware as of May 21, 2024 and the Companys certificate of incorporation as in effect at the time of adoption of
each of the Prior Plans, each certified pursuant to the Secretarys Certificate;
(f) a copy of the Companys Amended and
Restated Bylaws (the Amended and Restated Bylaws), as amended and in effect as of the date hereof and the Companys bylaws as in effect at the time of adoption of each of the Prior Plans, each certified pursuant to the
Secretarys Certificate;
(g) a copy of certain resolutions of the Board of Directors of the Company, and the approval of the
stockholders of the Company at applicable annual meetings of the Company, in each case, relating to the respective Plan or the Prior Plans, as applicable, each certified pursuant to the Secretarys Certificate; and
(h) the Companys Quarterly Report on Form 10-Q, filed on November 14, 2006, announcing the stockholder approval of the amendment
and restatement of the BlackRock, Inc. 1999 Stock Award and Incentive Plan.
We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we
have deemed necessary or appropriate as a basis for the opinion stated below.