Attached files
file | filename |
---|---|
8-K - FORM 8-K - HUNTINGTON BANCSHARES INC /MD/ | y88567e8vk.htm |
EX-1.2 - EX-1.2 - HUNTINGTON BANCSHARES INC /MD/ | y88567exv1w2.htm |
EX-5.1 - EX-5.1 - HUNTINGTON BANCSHARES INC /MD/ | y88567exv5w1.htm |
EX-1.1 - EX-1.1 - HUNTINGTON BANCSHARES INC /MD/ | y88567exv1w1.htm |
EX-4.1 - EX-4.1 - HUNTINGTON BANCSHARES INC /MD/ | y88567exv4w1.htm |
EX-5.3 - EX-5.3 - HUNTINGTON BANCSHARES INC /MD/ | y88567exv5w3.htm |
EX-4.2 - EX-4.2 - HUNTINGTON BANCSHARES INC /MD/ | y88567exv4w2.htm |
Exhibit 5.2
750 E. Pratt Street, Suite 900 Baltimore, Maryland 21202 |
Telephone 410-244-7400 Facsimile 410-244-7742 |
www.venable.com |
December 17, 2010
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
41 South High Street
Columbus, Ohio 43287
Re: | Registration Statement on Form S-3 (No. 333-156700) |
Ladies and Gentlemen:
We have served as Maryland counsel to Huntington Bancshares Incorporated, a Maryland
corporation (the Company), in connection with certain matters of Maryland law arising out of the
registration by the Company of $300,000,000 aggregate principal amount of 7.000% Subordinated Notes
due 2020 (the Notes) of the Company covered by the above-referenced Registration Statement on
Form S-3, and all amendments thereto, as filed with the United States Securities and Exchange
Commission (the Commission) by the Company under the Securities Act of 1933, as amended (the
1933 Act) (the Registration Statement). The Notes will be issued pursuant to the Underwriting
Agreement, dated as of December 15, 2010 (the Underwriting Agreement), by and between the Company
and Goldman, Sachs & Co., as representative of the several underwriters listed in Schedule I
thereto.
In connection with our representation of the Company, and as a basis for the opinion
hereinafter set forth, we have examined originals, or copies certified or otherwise identified to
our satisfaction, of the following documents (hereinafter collectively referred to as the
Documents):
1. The charter of the Company, certified by the State Department of Assessments and Taxation
of Maryland (the SDAT);
2. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;
3. A certificate of the SDAT as to the good standing of the Company, dated as of a recent
date;
4. Resolutions (the Resolutions) adopted by the Board of Directors of the Company and a duly
authorized committee thereof, as applicable, relating to the issuance of the Notes, certified as of
the date hereof by an officer of the Company;
5. The Underwriting Agreement;
Huntington Bancshares Incorporated
December 17, 2010
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December 17, 2010
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6. A certificate executed by an officer of the Company, dated as of the date hereof;
7. The Subordinated Debt Indenture, dated as of December 29, 2005, as amended and supplemented
by the First Supplemental Indenture, dated as of the date hereof, between the Company and The Bank
of New York Mellon Trust Company, N.A.. as successor trustee (collectively, the Indenture and,
together with the Underwriting Agreement, the Note Documents);
8. The Registration Statement and the related form of prospectus included therein and the
supplement thereto, in the form in which it was transmitted to the Commission under the 1933 Act;
and
9. Such other documents and matters as we have deemed necessary or appropriate to express the
opinion set forth in this letter, subject to the assumptions, limitations and qualifications
stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or
another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the
Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and
validly executed and delivered each of the Documents to which such party is a signatory, and such
partys obligations set forth therein are legal, valid and binding and are enforceable in
accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all
Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this
opinion from the form and content of such Documents as executed and delivered. All Documents
submitted to us as certified or photostatic copies conform to the original documents. All
signatures on all Documents are genuine. All public records reviewed or relied upon by us or on
our behalf are true and complete. All representations, warranties, statements and information
contained in the Documents are true and complete. There has been
no oral or written modification of or amendment to any of the Documents, and there has been
Huntington Bancshares Incorporated
December 17, 2010
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December 17, 2010
Page 3
no waiver of any provision of any of the Documents, by action or omission of the parties or
otherwise.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications
stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the
laws of the State of Maryland and is in good standing with the SDAT.
2. The Notes have been duly authorized by the Company for issuance and sale pursuant to the
Note Documents and the Registration Statement.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express
any opinion herein concerning any other law. We express no opinion as to the applicability or
effect of any federal or state securities laws, including the securities laws of the State of
Maryland, or as to federal or state laws regarding fraudulent transfers. We note that each of the
Note Documents provides that it shall be governed by the laws of the State of New York. To the
extent that any matter as to which our opinion is expressed herein would be governed by the laws
of any jurisdiction other than the State of Maryland, we do not express any opinion on such
matter. The opinion expressed herein is subject to the effect of judicial decisions which may
permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no
other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to
supplement this opinion if any applicable law changes after the date hereof or if we become aware
of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the
Companys Current Report on Form 8-K relating to the Notes (the Form 8-K). We hereby consent to
the filing of this opinion as an exhibit to the Form 8-K and to the use of the name of our firm
therein. In giving this consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Venable LLP