Attached files
file | filename |
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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-5.2 - EX-5.2 - HUNTINGTON BANCSHARES INC /MD/ | y88567exv5w2.htm |
EX-4.2 - EX-4.2 - HUNTINGTON BANCSHARES INC /MD/ | y88567exv4w2.htm |
Exhibit 5.3
[Wachtell, Litpon, Rosen & Katz Letterhead]
December 17, 2010
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
41 South High Street
Columbus, Ohio 43287
Re: | Issuance of 7.000% Subordinated Notes due December 15, 2020 by Huntington Bancshares Incorporated |
Ladies and Gentlemen:
We have acted as special counsel to Huntington Bancshares Incorporated, a Maryland corporation
(the Company) in connection with the offering and sale by the Company of $300 million
aggregate principal amount of its 7.000% Subordinated Notes due December 15, 2020 (the
Notes) in an underwritten registered public offering, pursuant to the Underwriting
Agreement, dated December 15, 2010, between the Company and Goldman, Sachs & Co. (the
Underwriting Agreement). The Notes are to be issued under that certain Indenture (the
Base Indenture), dated as of December 29, 2005, between the Company and The Bank of New
York Mellon Trust Company, N.A., as successor trustee to The Bank of
New York Mellon (as successor trustee to JPMorgan Chase Bank, N.A.), as Trustee, as supplemented by that certain First Supplemental
Indenture, dated as of December 17, 2010, between the Company and The Bank of New York Mellon Trust
Company, N.A., filed by the Company on December 17, 2010 as Exhibit
4.1 to its Current Report on Form 8-K (the Supplemental Indenture and, together
with the Base Indenture, the Indenture).
In connection with the opinion set forth herein, we have examined and relied on originals or
copies, certified or otherwise, identified to our satisfaction, of such documents,
Huntington Bancshares Incorporated
December 17, 2010
Page 2
December 17, 2010
Page 2
corporate records, agreements, certificates, and other instruments and such matters of law, in
each case, as we have deemed necessary or appropriate for the purposes of this opinion, including
the Base Indenture and forms of the Notes and the Supplemental Indenture, which we refer to herein
as the Transaction Documents. We have also conducted such investigations of fact and law
as we have deemed necessary or advisable for purposes of this opinion. In such examination, we
have assumed the genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to authentic original documents of all documents submitted to us as
copies and the legal capacity of all individuals executing such documents. As to any facts
material to this opinion which we did not independently establish or verify, we have, with your
consent, relied upon the statements, certificates and representations of officers and other
representatives of parties to the Transaction Documents or governmental officials. We have also
assumed the valid authorization, execution and delivery of each of the Transaction Documents by
each party thereto other than the Company, and we have assumed that each such other party (in the
case of parties which are not natural persons) has been duly organized and is validly existing and
in good standing under its jurisdiction of organization, that each such other party has the legal
capacity, power and authority to perform its obligations thereunder and that each of the
Transaction Documents constitutes the valid and binding obligation of all such other parties,
enforceable against them in accordance with its terms.
We are members of the Bar of the State of New York, and this opinion is limited to the federal
securities laws of the United States of America and the laws of the State of New York, in each case
as in effect on the date hereof. We have not considered, and we express no opinion or belief as to
matters of the laws of any other jurisdiction or as to any matters arising thereunder or relating
thereto.
Based upon the foregoing and subject to the qualifications, assumptions and limitations stated
herein, we are of the opinion that the Notes, when authenticated and issued in accordance with the
terms of the Indenture and delivered against payment therefor as set forth in the Underwriting
Agreement, will constitute valid and legally binding obligations of the Company enforceable against
the Company in accordance with their terms.
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. We 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 or their governing documents or in any other
agreement.
We consent to the filing of a copy of this opinion as an exhibit to a report on Form 8-K to be
filed by the Company on the date hereof and its incorporation by reference into the Registration
Statement on Form S-3ASR (File No. 333-156700) (the Registration Statement).
Huntington Bancshares Incorporated
December 17, 2010
Page 3
December 17, 2010
Page 3
In addition, we consent to references to us in the prospectus forming a part of the
Registration Statement under the heading Validity of Notes. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, and the rules and regulations thereunder. This opinion
speaks as of its date, and we undertake no (and hereby disclaim any) obligation to update this
opinion.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz