Davis Polk & Wardwell llp

450 Lexington Avenue
New York, NY 10017

davispolk.com

 

 

Exhibits 5.1 and 23.2

 

April 14, 2025

 

Paychex, Inc.
911 Panorama Trail South
Rochester, New York 14625-2396

 

Ladies and Gentlemen:

 

Paychex, Inc., a Delaware corporation (the “Company”) is filing with the Securities and Exchange Commission a Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), 704,240 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, issuable pursuant to the Paychex, Inc. 2002 Stock Incentive Plan (the “Plan”).

 

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.