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8-K - 8-K - AMERIPRISE FINANCIAL INCa10-5148_58k.htm
EX-4.1 - EX-4.1 - AMERIPRISE FINANCIAL INCa10-5148_5ex4d1.htm
EX-1.1 - EX-1.1 - AMERIPRISE FINANCIAL INCa10-5148_5ex1d1.htm

Exhibit 5.1

 

March 11, 2010

 

 

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 

Re:                               Ameriprise Financial, Inc.

Registration Statement on Form S-3ASR (333-158972)

 

Ladies and Gentlemen:

 

I am Executive Vice President and General Counsel of Ameriprise Financial, Inc., a Delaware corporation (the “Registrant”), and I have represented the Registrant in connection with the Registration Statement on Form S-3ASR (333-158972) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offering from time to time of the securities referred to therein, and a Prospectus Supplement dated March 8, 2010 to the Prospectus dated May 26, 2009 (together, the “Prospectus”) relating to the offer and sale by the Registrant under the Registration Statement of $750,000,000 aggregate principal amount of 5.30% Senior Notes due 2020 of the Registrant (the “Notes”).  The Notes are issued under the Indenture dated as of May 5, 2006 (the “Indenture”) entered into by the Registrant and U.S. Bank National Association, as trustee, and sold pursuant to the Underwriting Agreement dated March 8, 2010 between the Registrant and the Underwriters named therein (the “Underwriting Agreement”).

 

I or attorneys of the Registrant have examined the originals or copies certified or otherwise identified to our satisfaction, of such corporate records and documents relating to the Registrant, including resolutions of the Board of Directors of the Registrant (the “Resolutions”) and an Officer’s Certificate of a duly authorized officer of the Registrant authorizing the issuance, offering and sale of the Notes, and have made such other inquiries of law and fact as we have deemed necessary or relevant as the basis of my opinion hereinafter expressed.

 

Based on the foregoing, and subject to the qualifications and limitations stated herein, I am of the opinion that the Notes constitute valid and legally binding obligations of the Registrant entitled to the benefits of the Indenture.

 



 

The opinion set forth above is subject to the effects of (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law), (c) an implied covenant of good faith and fair dealing, (d) limitations by any governmental authority that limit, delay or prohibit the making of payments outside the United States, and (e) generally applicable laws that (i) provide for the enforcement of oral waivers or modifications where a material change of position in reliance thereon has occurred or provide that a course of performance may operate as a waiver, (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected, (iii) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves gross negligence, recklessness, willful misconduct or unlawful conduct, (iv) may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange, (v) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees and other costs, (vi) may permit a party who has materially failed to render or offer performance required by a contract to cure that failure unless either permitting a cure would unreasonably hinder the aggrieved party from making substitute arrangements for performance or it is important under the circumstances to the aggrieved party that performance occur by the date stated in the contract, (vii) may limit the enforceability of provisions providing for compounded interest, imposing increased interest rates or late payment charges upon delinquency in payment or default or providing for liquidated damages or for premiums upon acceleration, and (viii) limit the waiver of rights under usury laws. I express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof, including, without limitation, the enforceability of the governing law provision contained in the Notes and the Indenture.

 

I have relied, without investigation, upon the following assumptions: (i) natural persons acting on behalf of the Company have sufficient legal capacity to enter into and perform, on behalf of the Company, the transaction in question; (ii) each party to agreements or instruments relevant hereto (other than the Company) has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreements or instruments enforceable against it; (iii) each party to agreements or instruments relevant hereto (other than the Company) has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce such agreements or instruments against the Company; (iv) each document submitted to me for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine; (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence; (vi) there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of dealing among the parties that would, in either case, define, supplement or qualify the agreements or instruments relevant hereto; (vii) all statutes, judicial and administrative decisions, and rules and regulations of governmental agencies, constituting the law of the Opining Jurisdictions, are publicly available to lawyers practicing in such jurisdictions; and (viii) all relevant statutes, rules, regulations or agency actions are constitutional and valid unless a

 

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reported decision in the Opining Jurisdictions referenced in the following paragraph has specifically addressed but not resolved, or has established, its unconstitutionality or invalidity.

 

I am admitted to the practice of law in the States of New York and Minnesota and do not purport to be an expert in the laws of any jurisdiction other than the States of New York and Minnesota (the “Opining Jurisdictions”), the General Corporation Law of the State of Delaware and United States federal law.

 

I hereby consent to the use of this opinion as an exhibit to a Current Report on Form 8-K of the Registrant filed with the Commission and thereby incorporated by reference in the Registration Statement and to use my name under the heading “Validity of the Notes” in the Prospectus, without admitting that I am an “expert” within the meaning of the Act, or other rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit.

 

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Very truly yours,

 

 

 

/s/ John C. Junek

 

John C. Junek

 

Executive Vice President and General Counsel

 

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