Attached files
file | filename |
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8-K - FORM 8-K - AMERICAN INTERNATIONAL GROUP, INC. | y88171e8vk.htm |
EX-4.1 - EX-4.1 - AMERICAN INTERNATIONAL GROUP, INC. | y88171exv4w1.htm |
EX-1.1 - EX-1.1 - AMERICAN INTERNATIONAL GROUP, INC. | y88171exv1w1.htm |
EX-4.2 - EX-4.2 - AMERICAN INTERNATIONAL GROUP, INC. | y88171exv4w2.htm |
EX-99.1 - EX-99.1 - AMERICAN INTERNATIONAL GROUP, INC. | y88171exv99w1.htm |
Exhibit 5.1
[Letterhead of Sullivan & Cromwell LLP]
December 3, 2010
American International Group, Inc.,
180 Maiden Lane,
New York, NY 10038.
180 Maiden Lane,
New York, NY 10038.
Ladies and Gentlemen:
In connection with the several purchases today by the Underwriters named in Schedule I to the
Underwriting Agreement, dated November 30, 2010 (the Underwriting Agreement), among American
International Group, Inc., a Delaware corporation (the Company), and Barclays Capital Inc.,
Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan
Stanley & Co. Incorporated, as representatives of the several Underwriters named therein, of
$500,000,000 aggregate principal amount of the Companys 3.650% Notes due 2014 (the 2014 Notes)
and $1,500,000,000 aggregate principal amount of the Companys 6.400% Notes due 2020 (the 2020
Notes and, together with the 2014 Notes, the Securities) issued pursuant to the Indenture, dated
as of October 12, 2006, as supplemented by the Fourth Supplemental Indenture, dated as of April 18,
2007, the Eighth Supplemental Indenture, dated as of December 3, 2010 and the Ninth Supplemental
Indenture, dated as of December 3, 2010 (collectively, the Indenture), each between the Company
and The Bank of New York Mellon, as Trustee (the Trustee), we, as your counsel, have examined
such corporate records, certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion,
(1) The Company has been duly incorporated and is an existing corporation in good standing under
the laws of the State of Delaware.
(2) The Securities constitute valid and legally binding obligations of the Company, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors rights and to general equity principles.
The foregoing opinion is limited to the laws of the State of New York and the General
Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the
laws of any other jurisdiction.
We have relied as to certain factual matters on information obtained from public officials,
officers of the Company and other sources believed by us to be responsible, and we have assumed
that the Indenture has been duly authorized, executed
American International Group, Inc.
and delivered by the Trustee, that the Securities conform to the specimens thereof examined by us,
that the Trustees certificates of authentication of the Securities have been manually signed by
one of the Trustees authorized officers, and that the signatures on all documents examined by us
are genuine, assumptions which we have not independently verified.
We hereby consent to the filing of this opinion as an exhibit to this Current Report on Form
8-K. In giving such consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933.
Very truly yours, |
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/s/ SULLIVAN & CROMWELL LLP | ||||