We refer to the Registration Statement on Form S-3 (the “Registration Statement”) being filed by Athene Holding Ltd., a Bermuda exempted company limited by shares (the “Company”), with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of an unlimited amount (or its foreign currency equivalent) of, among other things: (i) debt securities of the Company (the “Debt Securities”); (ii) depositary shares of the Company (the “Depositary Shares” and, together with the Debt Securities, the “Securities”) representing fractional shares of Debt Securities, Preference Shares of the Company, par value $0.001 per share (the “Preferred Stock”) or Class A Common Shares of the Company, par value $0.001 per share (the “Common Shares”).

Unless otherwise specified in the applicable prospectus supplement, (i) the Debt Securities will be issued pursuant to the indenture, dated as of January 12, 2018 (the “Indenture”), by and among the Company and U.S. Bank National Association, as trustee (the “Trustee”), and filed as Exhibit 4.6 to the Registration Statement, and (ii) the Depositary Shares will be issued pursuant to one or more deposit agreements (each, a “Deposit Agreement”) to be entered into between the Company and the depositary that is a party thereto.

In rendering the opinions expressed below, we have examined and relied upon a copy of the Registration Statement and the exhibits filed therewith, the Memorandum of Association of the Company (the “Memorandum of Association”) as currently in effect, the Thirteenth Amended and Restated Bye-Laws of the Company (the “Bye-Laws”) as currently in effect and the resolutions of the Board of Directors of the Company (the “Board”) dated December 8, 2020 relating to the Registration Statement (the “Resolutions”). We have also examined originals, or copies of originals certified or otherwise identified to our satisfaction, of such records of the Company and other corporate documents, have examined such questions of law and have satisfied ourselves as to such matters of fact as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies thereof submitted to us for our examination.

1.Each series of Debt Securities covered by the Registration Statement will constitute validly issued and legally binding obligations of the Company when: (i) the Board or a duly authorized committee thereof shall have duly adopted resolutions in conformity with the Memorandum of Association, the Bye-Laws and the Resolutions authorizing any necessary supplement to the Indenture and the form, terms, execution, issuance and sale of such series of Debt Securities as contemplated by the Registration Statement, the prospectus supplement relating to such series of Debt Securities and the Indenture (including any necessary supplement to the Indenture or officers’ certificate establishing the form and terms of such series of Debt Securities as contemplated by the Indenture ); (ii) the final terms of the applicable Debt Securities shall have been duly established and approved by all necessary action by the Company in accordance with the Indenture; (iii) any necessary supplement to the Indenture or officers’ certificate establishing the form and terms of such series of Debt Securities shall have been duly executed and delivered by the Company and the Trustee (in the case of such a supplement to the Indenture) or by duly authorized officers of the Company (in the case of such an officers’ certificate) in accordance with the provisions of the Memorandum of Association, the Bye-Laws, final resolutions of the Board or a duly authorized committee thereof and the Indenture; and (iv) the certificates evidencing the Debt Securities of such series shall have been duly executed and delivered by the Company, authenticated by the Trustee and shall have been duly issued, all in accordance with the Memorandum of Association, the Bye-Laws, final resolutions of the Board or a duly authorized committee thereof, the Indenture and any applicable supplemental indenture, or officers’ certificate, as the case may be, and shall have been delivered in accordance with the applicable definitive purchase, underwriting or similar agreement to the purchasers thereof against payment of the agreed consideration therefor.

2.The Depositary Shares covered by the Registration Statement will be validly issued and entitle the holders thereof to the rights specified in the Depositary Shares and the Deposit

Except to the extent expressly set forth in our opinions above, with respect to each instrument or agreement referred to in or otherwise relevant to the opinions set forth herein (each, an “Instrument”), we have assumed, to the extent relevant to the opinions set forth herein, that (i) each party to such Instrument (if not a natural person) was duly organized or formed, as the case may be, and was at all relevant times and is validly existing and in good standing under the laws of its jurisdiction of organization or formation, as the case may be, and had at all relevant times and has full right, power and authority to execute, deliver and perform its obligations under such Instrument; (ii) such Instrument has been duly authorized, executed and delivered by each party thereto; and (iii) such Instrument was at all relevant times and is a valid, binding and enforceable agreement or obligation, as the case may be, of, each party thereto.