Attached files
file | filename |
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S-1/A - FORM S-1/A - Symetra Financial CORP | v53541a4sv1za.htm |
EX-1.1 - EX-1.1 - Symetra Financial CORP | v53541a4exv1w1.htm |
EX-21.1 - EX-21.1 - Symetra Financial CORP | v53541a4exv21w1.htm |
EX-23.1 - EX-23.1 - Symetra Financial CORP | v53541a4exv23w1.htm |
Exhibit 5.1
[Letterhead of]
C R A V A T H, S W A I N E & M O O R E L L P
[New York Office]
[New York Office]
January 5, 2010
Symetra Financial Corporation
Ladies and Gentlemen:
We have acted as counsel for Symetra Financial Corporation, a Delaware corporation (the
Company), in connection with the registration statement on Form S-1, as amended
(Registration No. 333-162344) (the Registration Statement), filed with the Securities and
Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the
Securities Act), with respect to the registration of shares of common stock, par value
$0.01 per share of the Company, covering the offer and sale by the Company of shares (the
Primary Shares) and the offer and sale by the selling stockholders listed on Schedule B
to the Purchase Agreement (the Selling Stockholders) of shares (the Secondary
Shares), and, if exercised, the offer and sale by the Company of additional shares (the
Additional Shares) to the underwriters (the Underwriters) pursuant to the terms
of the purchase agreement (the Purchase Agreement) to be executed by the Company, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., Goldman, Sachs & Co. and
Barclays Capital Inc., as Representatives of the Underwriters, and the Selling Stockholders.
In that connection, we have examined originals, or copies certified or otherwise identified to
our satisfaction, of the Registration Statement and the exhibits thereto and such documents,
corporate records and other instruments as we have deemed necessary or appropriate for the purposes
of this opinion, including (a) the Amended and Restated Certificate of Incorporation of the
Company, (b) the Amended and Restated Bylaws of the Company and (c) certain resolutions adopted by
the board of directors of the Company.
In rendering our opinion, we have assumed the genuineness of all signatures, the legal
capacity 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 certified, conformed or
photostatic copies, the authenticity of the
originals of such latter documents. As to all questions of fact material to this opinion that have
not been independently established, we have relied upon certificates or comparable documents of
officers and representatives of the Company.
Based on the foregoing, we are of opinion as follows:
1. The Primary Shares and Additional Shares have been duly and validly authorized and, when
issued and delivered by the Company and paid for by the Underwriters pursuant to the Purchase
Agreement, will be validly issued, fully paid and nonassessable.
2. The Secondary Shares have been duly and validly issued and are fully paid and
nonassessable.
We are admitted to practice in the State of New York, and we express no opinion as to any
matters governed by any laws other than the laws of the State of New York, the General Corporation
Law of the State of Delaware and the Federal laws of the United States of America. The reference
and limitation to Delaware General Corporation Law includes the statutory provisions and all
applicable provisions of the Delaware Constitution and reported judicial decisions interpreting
these laws.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the
Registration Statement. We also consent to the reference to our firm under the caption Legal
Matters in the Registration Statement. In giving this consent, we do not thereby admit that we are
included in the category of persons whose consent is required under Section 7 of the Securities Act
or the rules and regulations of the Commission.
Very truly yours,
/s/ Cravath, Swaine & Moore LLP
Symetra Financial Corporation
777 108th Avenue NE, Suite 1200
Bellevue, WA 98004