Attached files
file | filename |
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8-K - FORM 8-K - MGIC INVESTMENT CORP | c57696e8vk.htm |
EX-1.1 - EX-1.1 - MGIC INVESTMENT CORP | c57696exv1w1.htm |
EX-1.2 - EX-1.1 - MGIC INVESTMENT CORP | c57696exv1w2.htm |
EX-5.2 - EX-5.2 - MGIC INVESTMENT CORP | c57696exv5w2.htm |
Exhibit 5.1
ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX foley.com |
April 21, 2010
MGIC Investment Corporation
MGIC Plaza, 250 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
MGIC Plaza, 250 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
Ladies and Gentlemen:
We have acted as counsel for MGIC Investment Corporation, a Wisconsin corporation (the
Company), in conjunction with the preparation of a Registration Statement on Form S-3
(Registration No. 333-166175) (the Registration Statement), including the prospectus constituting
a part thereof, dated April 20, 2010, and the prospectus supplement, dated April 21, 2010
(collectively, the Prospectus), filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the Securities Act), relating to the issuance and
sale of (i) 65,116,279 shares of the Companys common stock, $1.00 par value (the Common Stock)
and related Common Share Purchase Rights (the Rights) in a public offering and (ii) up to
9,767,441 additional shares of Common Stock and related Rights pursuant to the over-allotment
option granted by the Company to the underwriters for such public offering in the manner set forth
in the Prospectus (the shares of Common Stock and related Rights described in clauses (i) and (ii)
are collectively referred to as the Offering Shares). The terms of the Rights are set forth in
that certain Amended and Restated Rights Agreement, dated as of July 7, 2009, between the Company
and Wells Fargo Bank, National Association, as amended to date (the Rights Agreement).
In connection with our representation, we have examined: (i) the Registration Statement,
including the Prospectus; (ii) the Companys Articles of Incorporation and Amended and Restated
By-Laws, each as amended to date; (iii) the Rights Agreement; (iv) resolutions of the Companys
Board of Directors and the Special Offering Committee of the Board of Directors relating to the
authorization of the issuance of the Offering Shares subject to the Registration Statement; and (v)
such other proceedings, documents and records as we have deemed necessary to enable us to render
this opinion.
In our examination of the above-referenced documents, we have assumed the genuineness of all
signatures, the authenticity of all documents, certificates and instruments submitted to us as
originals and the conformity with the originals of all documents submitted to us as copies.
BOSTON BRUSSELS CHICAGO DETROIT |
JACKSONVILLE LOS ANGELES MADISON MIAMI |
MILWAUKEE NEW YORK ORLANDO SACRAMENTO |
SAN DIEGO SAN DIEGO/DEL MAR SAN FRANCISCO SHANGHAI |
SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C. |
April 21, 2010
Page 2
Based upon and subject to the foregoing and the other matters set forth herein, we are of
the opinion that:
1. The Offering Shares covered by the Registration Statement, when issued and paid for in the
manner contemplated in the Registration Statement and the Prospectus, will be validly issued, fully
paid and nonassessable.
2. The Rights attached to the Offering Shares when issued pursuant to the Rights Agreement
will be validly issued.
With respect to the foregoing opinion, at one time Section 180.0622(2)(b) of the Wisconsin
Business Corporation Law imposed personal liability upon shareholders for debts owing to employees
of the Company for services performed, but not exceeding six months service in any one case. This
statutory provision was repealed by 2005 Wisconsin Act 474, which provided that the repeal applies
to debts incurred on or after June 14, 2006.
We consent to the deemed incorporation by reference of this opinion into the Registration
Statement and the references to our firm therein. In giving our consent, we do not admit that we
are experts within the meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.
Very truly yours, |
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/s/ Foley & Lardner LLP | ||||