The Toronto-Dominion Bank announced the Bank of USD 1,150,000,000 Aggregate Principal Amount of 0.250% Senior Medium-Term Notes, Series C due 2023, USD 1,250,000,000 Aggregate Principal Amount of 0.750% Senior Medium-Term Notes, Series C, due 2026 and USD 600,000,000 Aggregate Principal Amount of Floating Rate Senior Medium-Term Notes, Series C, due 2023, pursuant to the Terms Agreement dated January 4, 2021 among the Bank and the agents named therein, which incorporates by reference certain provisions of the Distribution Agreement dated June 18, 2019 between the Bank and TD Securities (USA) LLC. The Notes are being offered for sale pursuant to a Registration Statement on Form F-3 and the Bank’s prospectus dated June 18, 2019 with respect to the offering from time to time of senior debt securities of the Bank, as supplemented by a prospectus supplement of the Bank dated June 18, 2019, as further supplemented by a pricing supplement dated January 4, 2021 relating to the 2023 Notes, a pricing supplement dated January 4, 2021 relating to the 2026 Notes and a pricing supplement dated January 4, 2021 relating to the Floating Rate Notes and will be issued under a trust indenture dated as of June 30, 2006 between the Bank and The Bank of New York Mellon (as successor in interest to The Bank of New York), as trustee, as supplemented by a first supplemental indenture dated September 24, 2018 between the Bank and The Bank of New York Mellon, as trustee. As such counsel, the company have examined originals or copies, certified or otherwise identified to company's satisfaction, of each of the following documents: the Prospectus relating to the 2023 Notes; the Prospectus relating to the 2026 Notes; the Prospectus relating to the Floating Rate Notes; the Distribution Agreement; and the Indenture. The company have also examined originals or copies, certified or otherwise identified to company's satisfaction, of such other documents, records of corporate proceedings, certificates and acknowledgements of officers of the Bank and of governmental officials and such other material as the company have considered necessary or appropriate for the purpose of the opinions hereinafter expressed.