Please wait

NEW YORK	BEIJING	BOSTON	BRUSSELS	HONG KONG	HOUSTON	LONDON	LOS ANGELES	LUXEMBOURG	PALO ALTO	SÃO PAULO	TOKYO

		Exhibit 5.1
Simpson Thacher & Bartlett LLP
900 G STREET, NW WASHINGTON, D.C. 20001 ________________
TELEPHONE: +1-202-636-5500 FACSIMILE: +1-202-636-5502

May 8, 2026

The Carlyle Group Inc.

1001 Pennsylvania Avenue, NW

Washington, D.C. 20004

To the Addressee Stated Above:

We have acted as counsel to The Carlyle Group Inc., a Delaware corporation (the

“Company”), the subsidiaries of the Company listed on Schedule I hereto (the “Schedule I

Subsidiaries”) and the subsidiary of the Company listed on Schedule II hereto (the “Schedule II

Subsidiary” and, collectively with the Schedule I Subsidiaries, the “Subsidiary Entities”) in

connection with the Registration Statement on Form S-3 (the “Registration Statement”) including

the prospectus contained therein (the “Prospectus”) filed by the Company and the Subsidiary

Entities with the Securities and Exchange Commission (the “Commission”) under the Securities

Act of 1933, as amended (the “Securities Act”), relating to (i) shares of common stock of the

Company, $0.01 par value per share (the “Common Stock”); (ii) shares of preferred stock of the

Company, $0.01 par value per share (the “Preferred Stock”); (iii) depositary shares (the

“Depositary Shares”) representing fractional interests in shares of Preferred Stock, which will be

evidenced by depositary receipts (the “Depositary Receipts”); (iv) debt securities, which may be

either senior (“Senior Debt Securities”) or subordinated (the “Subordinated Debt Securities”)

(collectively, the “Debt Securities”) of the Company and/or one or more of the Subsidiary

Entities (in such capacity, a “Debt Securities Issuer”); (v) guarantees of the Company and/or one

or more of the Subsidiary Entities (collectively in such capacity, the “Guarantors”) to be issued

in connection with the Debt Securities (the “Guarantees”); (vi) warrants to purchase Common

Stock, Preferred Stock or Debt Securities (the “Warrants”); (vii) subscription rights to purchase

Common Stock, Preferred Stock or Debt Securities (the “Subscription Rights”); (viii) contracts

for the purchase and sale of Common Stock, Preferred Stock, Depositary Shares or Debt

Securities (the “Purchase Contracts”); and (ix) units consisting of one or more of the foregoing

Securities (as defined below) in any combination (the “Units”). The Common Stock, the

Preferred Stock, the Depositary Shares and related Depositary Receipts, the Debt Securities, the

Guarantees, the Warrants, the Subscription Rights, the Purchase Contracts and the Units are

hereinafter referred to collectively as the “Securities.” The Securities may be issued and sold or

delivered from time to time for an indeterminate aggregate initial offering price.

The Depositary Shares and related Depositary Receipts will be issued pursuant to one or

more deposit agreements (each, a “Deposit Agreement”) between the Company and such

depositary as shall be named therein (the “Depositary”).

The Senior Debt Securities and any Guarantees thereof will be issued under supplemental

indentures (the “Senior Supplemental Indentures”) among the Company, one or more

Guarantors, as applicable, and The Bank of New York Mellon Trust Company, N.A., as trustee,

(the “Senior Trustee”), to the Indenture, dated as of September 19, 2025, among the Company,

the Guarantors and the Senior Trustee, as trustee, which has been filed as Exhibit 4.1 to the

Registration Statement (the “Senior Indenture”).  The Subordinated Debt Securities and any

Guarantees thereof will be issued under supplemental indentures (the “Subordinated

Supplemental Indentures”) among one or more Debt Securities Issuers, one or more Guarantors,

as applicable, and such trustee as shall be named therein (the “Subordinated Trustee”), to an

indenture among such Debt Securities Issuers, one or more Guarantors, as applicable, and the

Subordinated Trustee (the “Subordinated Indenture”).  The Senior Indenture, as amended and

supplemented by the Senior Supplemental Indentures, and the Subordinated Indenture, as

amended and supplemented by the Subordinated Indentures, are hereinafter referred to

collectively as the “Indentures.”

The Warrants will be issued pursuant to one or more warrant agreements (each, a

“Warrant Agreement”) among the Company, the applicable Subsidiary Entity or Entities, in the

case of Warrants relating to Debt Securities, and such warrant agent as shall be named therein

(the “Warrant Agent”).

The Subscription Rights will be issued pursuant to one or more subscription rights

agreements (each, a “Rights Agreement”) among the Company, the applicable Subsidiary Entity

or Entities, in the case of Subscription Rights relating to Debt Securities, and such rights agent as

shall be named therein.

The Purchase Contracts will be issued pursuant to one or more purchase contract

agreements (each, a “Purchase Contract Agreement”) among the Company, the applicable

Subsidiary Entity or Entities, in the case of Purchase Contracts relating to Debt Securities, and

such purchase contract agent as shall be named therein (the “Purchase Contract Agent”).

The Units will be issued pursuant to one or more unit agreements (each, a “Unit

Agreement”) among the Company, the applicable Subsidiary Entity or Entities, in the case of

Units relating to Debt Securities, and such unit agent as shall be named therein (a “Unit Agent”).

The Deposit Agreements, the Indentures, the Warrant Agreements, the Rights

Agreements, the Purchase Contract Agreements and the Unit Agreements are hereinafter referred

to collectively as the “Securities Agreements.”

We have examined the Registration Statement and the Senior Indenture, which has been

filed with the Commission as an exhibit to the Registration Statement.  In addition, we have

examined, and have relied as to matters of fact upon, originals, or duplicates or certified or

conformed copies, of such records, agreements, documents and other instruments and such

certificates or comparable documents of public officials and of officers and representatives of the

Company and the Subsidiary Entities and have made such other investigations as we have

deemed relevant and necessary in connection with the opinions hereinafter set forth.

In rendering the opinions set forth below, we have assumed the genuineness of all

signatures, including electronic signatures, the legal capacity of natural persons, the authenticity

of all documents submitted to us as originals, the conformity to original documents of all

documents submitted to us as duplicates or certified or conformed copies, and the authenticity of

the originals of such latter documents. We also have assumed that, at the time of execution,

authentication, issuance and delivery of any of the Securities, the applicable Securities

Agreement will be the valid and legally binding obligation of each party thereto other than the

Company and any Subsidiary Entity. We also have assumed that, with respect to the issuance of

any shares of Common Stock or Preferred Stock, the amount of valid consideration paid in

respect of such shares will equal or exceed the par value of such shares.

In rendering the opinions set forth below, we have assumed further that, at the time of

execution, authentication, issuance and delivery, as applicable, of each of the applicable

Securities Agreements and Securities, (1) the Company and each Subsidiary Entity will be

validly existing and in good standing under the law of the jurisdiction in which it is organized

and such Securities Agreement will have been duly authorized, executed and delivered by the

Company and each Subsidiary Entity in accordance with its organizational documents and the

law of the jurisdiction in which it is organized, (2) the execution, delivery, issuance and

performance, as applicable, by the Company and each Subsidiary Entity of such Securities

Agreement and such Securities will not constitute a breach or violation of its organizational

documents or violate the law of the jurisdiction in which it is organized or any other jurisdiction

(except that no such assumption is made with respect to the law of the State of New York, the

Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company

Act (the “DLLCA”) or the Delaware Revised Uniform Limited Partnership Act (the

“DRULPA”), assuming there shall not have been any change in such laws affecting the validity

or enforceability of such Securities Agreement and such Securities) and (3) the execution,

delivery, issuance and performance, as applicable, by the Company and each Subsidiary Entity

of such Securities Agreement and such Securities (a) will not constitute a breach or default under

any agreement or instrument which is binding upon the Company or any such Subsidiary Entity

and (b) will comply with all applicable regulatory requirements.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations

stated herein, we are of the opinion that:

1. With respect to the Common Stock, assuming (a) the taking of all necessary corporate

action to authorize and approve the issuance of the Common Stock and the terms of the offering

thereof so as not to violate any applicable law or agreement or instrument then binding on the

Company and (b) due issuance and delivery of the Common Stock, upon payment therefor in

accordance with the applicable definitive underwriting, purchase or similar agreement approved

by the board of directors or a duly authorized committee thereof (each, the “Board of Directors”)

of the Company and otherwise in accordance with the provisions of such agreement, the

Certificate of Incorporation of the Company (the “Certificate of Incorporation”), the Bylaws of

the Company (the “Bylaws”) and the DGCL, the Common Stock will be validly issued, fully

paid and nonassessable.

2. With respect to the Preferred Stock, assuming (a) the taking of all necessary corporate

action to authorize and approve the issuance and terms of the Preferred Stock and the terms of

the offering thereof so as not to violate any applicable law or agreement or instrument then

binding on the Company, (b) due filing of the applicable definitive Certificate of Designations

with respect to such Preferred Stock and (c) due issuance and delivery of the Preferred Stock,

upon payment therefor in accordance with the applicable definitive underwriting, purchase or

similar agreement approved by the Board of Directors of the Company and otherwise in

accordance with the provisions of such agreement, the Certificate of Incorporation, the Bylaws

and the DGCL, the Preferred Stock will be validly issued, fully paid and nonassessable.

3. With respect to the Depositary Shares, assuming (a) the taking of all necessary

corporate action by the Board of Directors of the Company to authorize and approve the issuance

and delivery to the Depositary of the Preferred Stock represented by the Depositary Shares, the

issuance and terms of the Depositary Shares and the terms of the offering thereof so as not to

violate any applicable law or agreement or instrument then binding on the Company and (b) the

due execution, issuance and delivery of Depositary Receipts evidencing the Depositary Shares

against deposit of the Preferred Stock in accordance with the applicable definitive Deposit

Agreement, upon payment therefor in accordance with the applicable definitive underwriting,

purchase or similar agreement approved by the Board of Directors of the Company and

otherwise in accordance with the provisions of such agreement and such Deposit Agreement, the

Depositary Shares will represent legal and valid interests in such Preferred Stock and the

Depositary Receipts will constitute valid evidence of such interests in such Preferred Stock.

4. With respect to the Debt Securities, assuming (a) the taking of all necessary corporate

action by the Board of Directors of the Company or equivalent governing body of the applicable

Debt Securities Issuer or a duly constituted and acting committee of such Board of Directors or

equivalent governing body or duly authorized officers of such Debt Securities Issuer (such Board

of Directors or equivalent governing body, committee or authorized officers being referred to

herein as the “Debt Authorizing Party”) to authorize and approve the execution and delivery of

the applicable Indenture, the issuance and terms of such Debt Securities and the terms of the

offering thereof so as not to violate any applicable law or agreement or instrument then binding

on the Debt Securities Issuer, (b) the due execution and delivery of the applicable Indenture by

the applicable Debt Securities Issuer and any Guarantors parties thereto and (c) the due

execution, authentication, issuance and delivery of such Debt Securities in accordance with the

applicable Indenture, upon payment therefor in accordance with the applicable definitive

underwriting, purchase or similar agreement approved by the Debt Authorizing Party and

otherwise in accordance with the provisions of such agreement and the applicable Indenture,

such Debt Securities issued by such Debt Securities Issuer will constitute valid and legally

binding obligations of such Debt Securities Issuer enforceable against such Debt Securities

Issuer in accordance with their terms.

5. With respect to the Guarantees, assuming (a) the taking of all necessary corporate

action by the Board of Directors of the Company or equivalent governing body of each

Guarantor or a duly constituted and acting committee of such Board of Directors or equivalent

governing body or duly authorized officers of such Guarantor (each such Board of Directors or

equivalent governing body, committee or authorized officers being referred to herein as the

“Guarantor Authorizing Party”) to authorize and approve the execution and delivery of the

applicable Indenture, the issuance and terms of any Guarantees and the terms of the offering

thereof so as not to violate any applicable law or agreement or instrument then binding on such

Guarantor, (b) the due execution and delivery of the applicable Indenture by each of the

Guarantors party thereto and the applicable Debt Securities Issuer, (c) the due execution,

authentication, issuance and delivery of the Debt Securities underlying such Guarantees, upon

payment therefor in accordance with the applicable definitive underwriting, purchase or similar

agreement approved by the applicable Guarantor Authorizing Party and otherwise in accordance

with the provisions of such agreement and the applicable Indenture and (d) the due issuance of

such Guarantees, such Guarantees will constitute valid and legally binding obligations of the

applicable Guarantors enforceable against such Guarantors in accordance with their terms.

6. With respect to the Warrants, assuming (a) the taking of all necessary corporate action

by the Board of Directors of the Company and, in the case of Warrants relating to Debt

Securities, any applicable Debt Authorizing Party, to authorize and approve (1) the issuance and

terms of the Warrants, the terms of the offering thereof and the execution and delivery of the

applicable Warrant Agreement so as not to violate any applicable law or agreement or instrument

then binding on the Company and, in the case of Warrants relating to Debt Securities, any

applicable Debt Authorizing Party, and (2) the issuance and terms of the other Securities that are

the subject of the Warrants and related matters, (b) the due execution and delivery by the

Company and, in the case of Warrants relating to Debt Securities, any applicable Subsidiary

Entities of the applicable Warrant Agreement and (c) the due execution, countersignature,

issuance and delivery of such Warrants, upon payment therefor in accordance with the applicable

definitive underwriting, purchase or similar agreement approved by the Board of Directors of the

Company and, in the case of Warrants relating to Debt Securities, any applicable Debt

Authorizing Party, and otherwise in accordance with the provisions of the applicable Warrant

Agreement and such agreement, such Warrants will constitute valid and legally binding

obligations of the Company and any such applicable Subsidiary Entity enforceable against the

Company and any such applicable Subsidiary Entity in accordance with their terms.

7. With respect to the Subscription Rights, assuming (a) the taking of all necessary

corporate action by the Board of Directors of the Company and, in the case of Subscription

Rights relating to Debt Securities, any applicable Debt Authorizing Party, to authorize and

approve (1) the issuance and terms of any Subscription Rights and the terms of the offering

thereof so as not to violate any applicable law or agreement or instrument then binding on the

Company and, in the case of Subscription Rights relating to Debt Securities, any applicable Debt

Authorizing Party, and (2) the issuance and terms of the other Securities that are the subject of

the Subscription Rights and related matters, (b) the due execution and delivery by the Company

and, in the case of Subscription Rights relating to Debt Securities, any applicable Subsidiary

Entities of the applicable Rights Agreement and (c) the due execution, countersignature, issuance

and delivery of such Subscription Rights, upon payment therefor in accordance with the

applicable definitive underwriting, purchase or similar agreement approved by the Board of

Directors of the Company and, in the case of Subscription Rights relating to Debt Securities, any

applicable Debt Authorizing Party, and otherwise in accordance with the provisions of such

agreement and the applicable definitive Rights Agreement, such Subscription Rights will

constitute valid and legally binding obligations of the Company and any such applicable

Subsidiary Entity enforceable against the Company and any such applicable Subsidiary Entity in

accordance with their terms.

8. With respect to the Purchase Contracts, assuming (a) the taking of all necessary

corporate action by the Board of Directors of the Company and, in the case of Purchase

Contracts relating to Debt Securities, any applicable Debt Authorizing Party, to authorize and

approve (1) the issuance and terms of the Purchase Contracts, the terms of the offering thereof

and the execution and delivery of the related Purchase Contract Agreement so as not to violate

any applicable law or agreement or instrument then binding on the Company and, in the case of

Purchase Contracts relating to Debt Securities, any applicable Debt Authorizing Party, and (2)

the issuance and terms of the other Securities that are the subject of the Purchase Contracts and

related matters, (b) the due execution and delivery by the Company and, in the case of Purchase

Contracts relating to Debt Securities, any applicable Subsidiary Entities of the applicable

Purchase Contract Agreement and (c) the due execution, issuance and delivery of such Purchase

Contracts, upon payment therefor in accordance with the applicable definitive underwriting,

purchase or similar agreement approved by the Board of Directors of the Company and, in the

case of Purchase Contracts relating to Debt Securities, any applicable Debt Authorizing Party,

and otherwise in accordance with the provisions of such agreement and the applicable Purchase

Contract Agreement, the Purchase Contracts will constitute valid and legally binding obligations

of the Company and any such applicable Subsidiary Entity enforceable against the Company and

any such applicable Subsidiary Entity in accordance with their terms.

9. With respect to the Units, assuming (a) the taking of all necessary corporate action by

the Board of Directors of the Company and, in the case of Units relating to Debt Securities and/

or Guarantees, any applicable Debt Authorizing Party, to authorize and approve the issuance and

delivery to the Unit Agent of the Securities that are the components of any Units, the issuance

and terms of such Units and the terms of the offering thereof so as not to violate any applicable

law or agreement or instrument then binding on the Company or any applicable Subsidiary

Entity, (b) the Common Stock and Preferred Stock that are components of such Units and/or

issuable under any Purchase Contracts, Subscription Rights or Warrants that are components of

such Units are or will be, as applicable, validly issued, fully paid and nonassessable, (c) the

Warrants that are components of such Units are valid and legally binding obligations of the

Company or any applicable Subsidiary Entity and (d) the due execution, authentication, issuance

and delivery, as applicable, of such Units and the Securities that are the components of such

Units, in each case upon payment therefor in accordance with the applicable definitive

underwriting, purchase or similar agreement approved by the Company and any applicable

Subsidiary Entity and otherwise in accordance with the provisions of such agreement, the

applicable definitive Securities Agreements, the organizational documents of such entity and the

law of the jurisdiction in which it is organized, such Units will constitute valid and legally

binding obligations of the Company and any such applicable Subsidiary Entity enforceable

against the Company and any such applicable Subsidiary Entity in accordance with their terms.

Our opinions set forth in paragraphs 3 through 9 above are subject to (i) the effects of

bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar

laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether

considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair

dealing and (iv) to the effects of the possible judicial application of foreign laws or foreign

governmental or judicial action affecting creditors’ rights. In addition, we express no opinion as

to the validity, legally binding effect or enforceability of Section 1.10 of the Senior Indenture

relating to the separability of provisions of the Senior Indenture.

In rendering the opinions set forth in paragraphs 4, 5, 7, 8 and 9 above, we have assumed

that under the law of any jurisdiction in whose currency (or whose currency is a component

currency of a composite currency in which) any Securities are denominated or payable, if other

than in U.S. dollars, (A) no consent, approval, authorization qualification or order of, or filing or

registration with, any governmental agency or body or court of such jurisdiction is required for

the issuance or sale of the Securities by the Company or any Subsidiary Entity and (B) the

issuance or sale of the Securities and compliance with the terms and provisions thereof will not

result in a breach or violation of any of the terms or provisions of any statute, rule, regulation or

order of any governmental agency or body or any court of such jurisdiction.

We note that (i) a New York State statute provides that, with respect to a foreign currency

obligation, a New York State court shall render a judgment or decree in such foreign currency

and such judgment or decree shall be converted into currency of the United States at the rate of

exchange prevailing on the date of entry of such judgment or decree and (ii) with respect to a

foreign currency obligation, a U.S. federal court sitting in New York State may award a

judgment based in whole or in part in U.S. dollars, provided that we express no opinion as to the

rate of exchange that such court would apply.

In connection with the provisions of the Senior Indenture whereby the parties submit to

the jurisdiction of the courts of the United States of America for the Southern District of New

York, we note the limitations of 28 U.S.C. Sections 1331 and 1332 on subject matter jurisdiction

of the federal courts. In connection with the provisions of the Senior Indenture that relate to

forum selection (including, without limitation, any waiver of any objection to venue or any

objection that a court is an inconvenient forum), we note that under N.Y.C.P.L.R. Section 510 a

New York State court may have discretion to transfer the place of trial, and under 28 U.S.C.

Section 1404(a) a United States District Court has discretion to transfer an action from one

federal court to another. We do not express any opinion herein concerning any law other than the

law of the State of New York, the DGCL, the DLLCA and the DRULPA. We expressly disclaim

coverage of any other Delaware law, except judicial decisions interpreting the DGCL, the

DLLCA and the DRULPA.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration

Statement and to the use of our name under the caption “Legal Matters” in the Prospectus

included in the Registration Statement.

	Very truly yours,
	/s/ Simpson Thacher & Bartlett LLP
	SIMPSON THACHER & BARTLETT LLP

Schedule I

Subsidiary Entities Incorporated or Formed in the State of Delaware

Subsidiary		State of Incorporation or Formation
Carlyle Holdings I L.P.		Delaware
Carlyle Holdings II L.L.C.		Delaware
CG Subsidiary Holdings L.L.C.		Delaware

Schedule II

Subsidiary Entity Incorporated or Formed in Jurisdictions other than the State of

Delaware

Subsidiary		State or Country of Incorporation or Formation
Carlyle Holdings III L.P.		Québec