Exhibit 5.2

Dear Sirs/Mesdames:

We have acted as special Canadian counsel to Canadian Imperial Bank of Commerce (the “Bank”) in connection with the issuance and sale of US$350,000,000 aggregate principal amount of the Bank’s Floating Rate Senior Notes due 2026 (the “Floating Rate Notes”), US$850,000,000 aggregate principal amount of the Bank’s 5.926% Senior Notes due 2026 (the “2026 Fixed Rate Notes”), US$700,000,000 aggregate principal amount of the Bank’s 5.986% Senior Notes due 2028 (the “2028 Fixed Rate Notes”) and US$1,100,000,000 aggregate principal amount of the Bank’s 6.092% Senior Notes due 2033 (the “2033 Fixed Rate Notes”, and, together with the Floating Rate Notes, the 2026 Fixed Rate Notes and the 2028 Fixed Rate Notes, the “Notes”), pursuant to an underwriting agreement dated September 26, 2023 (the “Underwriting Agreement”), among the Bank and CIBC World Markets Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC. The Notes will be issued pursuant to an indenture dated as of September 14, 2010 (the “Base Indenture”) between the Bank and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the first supplemental indenture thereto dated as of April 2, 2019 (the “First Supplemental Indenture”, and, together with the Base Indenture, and as amended or supplemented from time to time, the “Indenture”).

We have participated, together with Mayer Brown LLP, United States counsel to the Bank, in the preparation of, or have reviewed, the following:

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We have examined such statutes, public and corporate records, opinions, certificates and other documents, and considered such questions of law, as we have considered relevant and necessary as a basis for the opinions hereinafter set forth. In such examination we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies, portable document format or facsimiles.

For the purposes of the opinions expressed herein, we have, without independent investigation or verification, assumed that the Indenture has been duly authorized, executed and delivered by, and constitutes, a legal, valid and binding obligation of, each party thereto other than the Bank.

Additionally, for the purposes of the opinions expressed herein, we have relied upon a certificate of the Vice-President, Corporate Secretary of the Bank dated October 3, 2023 (the “Secretary’s Certificate”), as to certain matters of fact contained therein and the resolutions of the Board of Directors of the Bank relating to the Registration Statement, the Prospectus and the creation and issuance of the Notes and other related matters, and we have not independently verified the accuracy of the factual matters set forth therein upon which we have relied.

In expressing the opinion set forth in paragraph 1 below, as to the amalgamation of the Bank, we have relied exclusively upon a certificate of confirmation dated October 2, 2023 issued by the Office of the Superintendent of Financial Institutions and the Secretary’s Certificate.

In expressing the opinion set forth in paragraph 2 below, we have assumed that the Notes will be issued in accordance with the provisions of the May 26, 2010, April 4, 2019, March 1, 2023 and July 27, 2023 resolutions, as applicable, of the Board of Directors of the Bank, which are attached as an exhibit to the Secretary’s Certificate, and that such resolutions will not have been modified, repealed or superseded prior to the date of the issuance of the Notes in any way that would affect the substance of such opinion.

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The Canada Deposit Insurance Corporation has the power to convert, or cause the Bank to convert, in whole or in part, by means of a transaction or series of transactions and in one or more steps, the prescribed liabilities of the Bank into the common shares of the Bank or any of its affiliates (“Bail-In Conversion”), if the Governor in Council (Canada) makes an order under paragraph 39.13(1)(d) of the Canada Deposit Insurance Corporation Act (Canada) (the “CDIC Act”) in respect of the Bank. Regulations made under the CDIC Act and the Bank Act (Canada) (the “Bank Act”) (collectively, the “Bail-In Regulations”) prescribe the types of shares and liabilities that may be subject to a Bail-In Conversion. In general, any senior debt with an initial or amended term to maturity (including explicit or embedded options) greater than 400 days, that is unsecured or partially secured and has been assigned a CUSIP or ISIN or similar identification number is subject to a Bail-In Conversion. However, certain other debt obligations of the Bank, including structured notes, are not subject to a Bail-In Conversion. Subject to certain exceptions, a “structured note” is defined as a debt obligation that (a) specifies that the obligation’s stated term to maturity, or a payment to be made by its issuer, is determined in whole or in part by reference to an index or reference point, including (i) the performance or value of an entity or asset, (ii) the market price of a security, commodity, investment fund or financial instrument, (iii) an interest rate, and (iv) the exchange rate between two currencies; or (b) contains any other type of embedded derivative or similar feature. To the extent the Debt Securities (as defined in the Prospectus) fall within this definition of a “structured note”, they will accordingly not be subject to a Bail-in Conversion. Notwithstanding the above, any Debt Securities issued before the date the Bail-In Regulations came into force on September 23, 2018 are not subject to a Bail-In Conversion, unless the terms of such liability are, on or after September 23, 2018, amended to increase its principal amount or to extend its term to maturity and the liability, as amended, meets the requirements to be subject to a Bail-In Conversion.

The opinions contained herein are limited to matters governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein (“Domestic Law”). Such opinions are expressed with respect to the Domestic Law in effect on the date of this opinion and we do not accept any responsibility to take into account or inform the addressee, or any other person authorized to rely on this opinion, of any changes in law, facts or other developments subsequent to this date that do or may affect the opinions we express, nor do we have any obligation to advise you of any other change in any matter addressed in this opinion or to consider whether it would be appropriate for any other person other than the addressee to rely on our opinion.

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

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The opinion set forth in paragraph 2 above is subject to and may be limited by the following qualifications:

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.

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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the headings “Legal Matters”, “Material Income Tax Consequences—Canadian Taxation”, “Limitations on Enforcement of U.S. Laws Against CIBC, Its Management and Others” and “Validity of Securities” in the Prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the rules and regulations promulgated thereunder.