BNS Bank Nova Scotia Halifax

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of January 2025

Commission File Number 002-09048

THE BANK OF NOVA SCOTIA

(Registrant’s name)

40 Temperance Street, Toronto, Ontario, M5H 0B4

Attention: Secretary’s Department (Tel.: (416) 866-3672)

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☐    Form 40-F ☒

INCORPORATION BY REFERENCE

This report on Form 6-K shall be deemed to be incorporated by reference in The Bank of Nova Scotia’s registration statement on Form F-3 (File No. 333-282565) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT

Exhibit 5.1

599 Lexington Avenue

New York, NY 10022

Tel: +1.212.848.4000

Fax: +1.212.848.7179

January 31, 2025

The Board of Directors

of The Bank of Nova Scotia

40 Temperance Street

Toronto, Ontario M5H 0B4

Canada

The Bank of Nova Scotia

US$1,000,000,000 7.350% Fixed Rate Resetting Limited Recourse Capital Notes, Series 6 (Non-Viability Contingent Capital (NVCC)) (subordinated indebtedness)

Ladies and Gentlemen:

We have acted as United States counsel to The Bank of Nova Scotia, a Canadian bank chartered under the Bank Act (Canada) (the “Bank”), in connection with the issuance and sale of US$1,000,000,000 aggregate principal amount of the Bank’s 7.350% Fixed Rate Resetting Limited Recourse Capital Notes, Series 6 (Non-Viability Contingent Capital (NVCC)) (subordinated indebtedness) (the “Notes”), pursuant to the Underwriting Agreement, dated January 23, 2025 (the “Underwriting Agreement”), among the Bank and Scotia Capital (USA) Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Standard Chartered Bank, as representatives of the several underwriters named in Schedule II thereto. The Notes will be issued pursuant to an indenture, dated as of October 12, 2017 (the “Base Indenture”) among the Bank, Computershare Trust Company, N.A., as U.S. trustee (the “U.S. Trustee”), and Computershare Trust Company of Canada, as Canadian trustee (in such capacity, the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”), as amended and supplemented by the eleventh supplemental indenture thereto, dated as of January 31, 2025 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). We have also acted as United States counsel to the Bank in connection with the purchase by Computershare Trust Company of Canada, in its capacity as trustee (in such capacity, “Computershare Canada”) of Scotiabank LRCN Trust (the “LRCN Trust”), from the Bank of US$1,000,000,000 aggregate principal amount of the Bank’s 7.350% Fixed Rate Resetting Perpetual Subordinated Additional Tier 1 Capital Notes (Non-Viability Contingent Capital (NVCC)) (subordinated indebtedness) (the “AT1 Notes”), pursuant to the Note Purchase Agreement, dated January 30, 2024 (the “Note Purchase Agreement”), between the Bank and the LRCN Trust, by its trustee, Computershare Canada. The AT1 Notes were issued pursuant the Base Indenture, as amended and supplemented by the tenth supplemental indenture thereto, dated as of January 30, 2025 (the “AT1 Supplemental Indenture” and, together with the Base Indenture, the “AT1 Indenture”), among the Bank and the Trustees.

AOSHEARMAN.COM

Allen Overy Shearman Sterling US LLP is a limited liability partnership organized under the laws of the State of Delaware. Allen Overy Shearman Sterling US LLP is affiliated with Allen Overy Shearman Sterling LLP, a limited liability partnership registered in England and Wales with registered number OC306763 and with its registered office at One Bishops Square, London E1 6AD. It is authorized and regulated by the Solicitors Regulation Authority of England and Wales (SRA number 401323). The term partner is used to refer to a member of Allen Overy Shearman Sterling LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Allen Overy Shearman Sterling LLP and of the non-members who are designated as partners is open to inspection at its registered office at One Bishops Square, London E1 6AD.

In that connection, we have reviewed originals or copies of the following documents:

The documents described in the foregoing clauses (a) through (f) are collectively referred to herein as the “Opinion Documents.”

We have also reviewed originals or copies of such other corporate records of the Bank, certificates of public officials and of officers of the Bank and agreements and other documents as we have deemed necessary as a basis for the opinions expressed below.

In our review of the Opinion Documents and the other documents, we have assumed:

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We have not independently established the validity of the foregoing assumptions.

“Generally Applicable Law” means the federal law of the United States of America, and the law of the State of New York (including in each case the rules or regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Bank, the Opinion Documents or the transactions governed by the Opinion Documents. Without limiting the generality of the foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not include any law, rule or regulation that is applicable to the Bank, the Opinion Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Opinion Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.

Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the assumptions and qualifications set forth herein, we are of the opinion that the Notes and the AT1 Notes have been duly executed by the Bank to the extent such execution is a matter of New York law, and, when authenticated by either Trustee or both Trustees in accordance with the Indenture (with respect to the Notes) or the AT1 Indenture (with respect to the AT1 Notes) and delivered and paid for as provided in the Underwriting Agreement (with respect to the Notes) or the Note Purchase Agreement (with respect to the AT1 Notes), the Notes and the AT1 Notes will be the legal, valid and binding obligations of the Bank, enforceable against the Bank in accordance with their terms and entitled to the benefits of the Indenture; provided, however, we express no opinion with respect to (i) Section 301(b), Article Twelve or Article Thirteen of the Base Indenture (and the corresponding provisions in the Notes and the AT1 Notes), (ii) Article Eight of the Supplemental Indenture (and the corresponding provisions of the Notes) or (iii) Article Seven and Article Eight of the AT1 Supplemental Indenture (and the corresponding provisions of the AT1 Notes), each of which is governed by the laws of the Province of Ontario and the laws of Canada.

Our opinions expressed above are subject to the following qualifications:

Our opinions expressed above are limited to Generally Applicable Law and we do not express any opinion herein concerning any other law.

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This opinion letter is rendered to you in connection with the Registration Statement on Form F-3 (File No. 333-282565) relating to the Notes (the “Registration Statement”) filed by the Bank under the Securities Act of 1933, as amended (the “Securities Act”).

This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter and which might affect the opinions expressed herein.

We hereby consent to the filing of this opinion letter as an exhibit to the Current Report on Form 6-K dated the date hereof filed by the Bank and incorporated by reference into the Registration Statement and to the use of our name under the heading “Legal Matters” in the prospectus supplement constituting a part of such Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Allen Overy Shearman Sterling US LLP

JRL/eb/ns

LN

Page 4 of 4

Exhibit 5.2

Osler, Hoskin & Harcourt LLP Box 50, 1 First Canadian Place Toronto, Ontario, Canada M5X 1B8 416.362.2111 MAIN 416.862.6666 FACSIMILE

The Bank of Nova Scotia – U.S.$1,000,000,000 7.350% Fixed Rate Resetting Limited Recourse Capital Notes, Series 6 (Non-Viability Contingent Capital (NVCC)) (subordinated indebtedness)

We have acted as Canadian counsel to The Bank of Nova Scotia (the “Bank”) in connection with the issue and sale today (the “Offering”) by the Bank of U.S.$1,000,000,000 aggregate principal amount of its 7.350% Fixed Rate Resetting Limited Recourse Capital Notes, Series 6 (Non-Viability Contingent Capital (NVCC)) (subordinated indebtedness) (the “Notes”) pursuant to an underwriting agreement dated January 23, 2025 (the “Underwriting Agreement”) between the Bank and Scotia Capital (USA) Inc., on behalf of itself, the representatives and the several underwriters named therein. The Notes will be issued under and pursuant to a subordinated debt indenture dated as of October 12, 2017 (the “Base Indenture”) among the Bank, Computershare Trust Company, N.A., as U.S. trustee (the “U.S. Trustee”), and Computershare Trust Company of Canada, as Canadian trustee (the “Canadian Trustee” and, together with the U.S. Trustee, the “Indenture Trustees”), as amended and supplemented by the eleventh supplemental indenture dated as of January 31, 2025 (the “Eleventh Supplemental Indenture” and together with the Base Indenture, the “Indenture”) among the Bank, the U.S. Trustee and the Canadian Trustee. We have also acted as Canadian counsel to the Bank in connection with the issuance and sale by the Bank of U.S.$1,000,000,000 aggregate principal amount of 7.350% Fixed Rate Resetting Perpetual Subordinated Additional Tier 1 Capital Notes (Non-Viability Contingent Capital (NVCC)) (subordinated indebtedness) (the “AT1 Notes”) to Computershare Trust Company of Canada, as trustee (in such capacity, the “LRT Trustee”) of Scotiabank LRCN Trust (the “Limited Recourse Trust”) pursuant to a note purchase agreement dated January 30, 2025 (the “Note Purchase Agreement”) between the Bank and the Limited Recourse Trust, by its trustee, the LRT Trustee. The AT1 Notes were issued under and pursuant to the Base Indenture, as amended and supplemented by the tenth supplemental indenture dated as of January 30, 2025 (the “Tenth Supplemental Indenture” and together with the Base Indenture, the “AT1 Indenture”) among the Bank, the U.S. Trustee and the Canadian Trustee (the Canadian Trustee together with the U.S. Trustee, the “AT1 Indenture Trustees”). All capitalized terms used in this opinion letter shall, unless otherwise defined in this opinion letter, have the meanings ascribed to them in the Underwriting Agreement.

Page 2

In accordance with the terms of a declaration of trust dated March 29, 2021, as may be supplemented, amended or restated from time to time, in respect of the Limited Recourse Trust made by the LRT Trustee, the Limited Recourse Trust will hold the AT1 Notes as legal and registered owner to satisfy the recourse of the holders of the Notes in respect of the Bank’s obligations under the Indenture in respect of the Notes. Upon the occurrence of a Recourse Event (as defined in the Indenture), the sole remedy of the holders of Notes shall be recourse to the Corresponding Trust Assets (as defined in the Indenture), which will initially consist of the AT1 Notes. The AT1 Indenture provides that the AT1 Notes will convert, upon the occurrence of a Trigger Event (as defined in the AT1 Indenture), into common shares in the capital of the Bank (each, a “Common Share”), subject to certain conditions as described in the AT1 Indenture (an “NVCC Automatic Conversion”). If the AT1 Notes are held by the Limited Recourse Trust, then upon the occurrence of a Recourse Event that is a Trigger Event and immediately following an NVCC Automatic Conversion, each holder of the Notes will be entitled to receive from the LRT Trustee such holder’s proportionate share of the Corresponding Trust Assets, which shall consist of the Common Shares then held by the LRT Trustee pursuant to such NVCC Automatic Conversion, subject to certain conditions as described in the Indenture.

We are solicitors qualified to practise law in the Province of Ontario and we express no opinion as to any laws or any matters governed by any laws other than the laws of the Province of Ontario and the federal laws of Canada applicable therein.

As Canadian counsel to the Bank, we have examined originals or copies, certified or otherwise authenticated to our satisfaction, of the following:

In connection with the opinions expressed in this letter we have considered such questions of law and examined such public and corporate records, certificates and other documents and conducted such other examinations as we have considered necessary or appropriate for the purposes of the opinions hereafter expressed, including the following documents:

Page 3

We understand that the Registration Statement and the Prospectus were filed with the United States Securities and Exchange Commission in connection with the Notes and the AT1 Notes.

We have assumed the legal capacity of all individuals, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photostatic, facsimile or electronic copies.

In expressing the opinion in paragraph 1 as to the existence of the Bank, we have relied exclusively on the Certificate of Confirmation, which certificate we assume is accurate as of the date hereof.

The opinion expressed in paragraph 3 is based on the assumption that (i) the Indenture has been duly authorized, executed and delivered by, and is enforceable in accordance with its terms against, the Indenture Trustees and (ii) the AT1 Indenture has been duly authorized, executed and delivered by, and is enforceable in accordance with its terms against, the AT1 Indenture Trustees.

Based upon and subject to the foregoing and subject to the exceptions, limitations and qualifications set forth herein, we are of the opinion that:

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The opinions set forth in paragraphs 2 and 3 above as to the enforceability of the Notes, the AT1 Notes, the Indenture and the AT1 Indenture, respectively, are subject to the qualifications that:

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This opinion is rendered solely in connection with the transactions covered hereby, is limited to the matters stated herein, and no opinions may be implied or inferred beyond matters expressly stated herein.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 6-K to be incorporated by reference in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933.