SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
TEL: (212) 735-3000
FAX: (212) 735-2000
June 26, 2017
No. 10 Shangdi 10th Street
Haidian District, Beijing 100085
Peoples Republic of China
Inc.Registration Statement on Form F-3
Ladies and Gentlemen:
We have acted as special United States counsel to Baidu, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands
(the Company), in connection with the registration statement on Form F-3 (the Registration Statement) to be filed on the date hereof by the Company with the Securities and Exchange
Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act). The Registration Statement relates to the issuance and sale by the Company from time to time, pursuant to Rule 415 of the
General Rules and Regulations of the Commission promulgated under the Securities Act (the Rules and Regulations), of debt securities of the Company (the Securities), which may be issued in one or more series under an
indenture, dated as of November 28, 2012 (the Indenture), between the Company
and The Bank of New York Mellon, as trustee (the Trustee).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the
In rendering the opinion stated herein, we have examined and relied upon the Registration Statement and an executed copy of the
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.
In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the
authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to
any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.