Attached files
file | filename |
---|---|
8-K - FORM 8-K - OLD REPUBLIC INTERNATIONAL CORP | c63444e8vk.htm |
EX-4.1 - EX-4.1 - OLD REPUBLIC INTERNATIONAL CORP | c63444exv4w1.htm |
EX-1.1 - EX-1.1 - OLD REPUBLIC INTERNATIONAL CORP | c63444exv1w1.htm |
EX-8.1 - EX-8.1 - OLD REPUBLIC INTERNATIONAL CORP | c63444exv8w1.htm |
Exhibit 5.1
[Locke Lord Bissell & Liddell LLP letterhead]
March 2, 2011
Old Republic International Corporation
307 North Michigan Avenue
Chicago, Illinois 60601
307 North Michigan Avenue
Chicago, Illinois 60601
Re: Old Republic International Corporation 3.75% Convertible Senior Notes due 2018
Ladies and Gentlemen:
We are acting as counsel to Old Republic International Corporation, a Delaware corporation (the
Company), in connection with the proposed issuance and sale of the Companys 3.75% Convertible
Senior Notes due 2018 in the aggregate principal amount of $500,000,000 (the Firm Notes), and an
additional aggregate principal amount of up to $50,000,000 which may be sold pursuant to an
overallotment option granted by the Company (and, together with the Firm Notes, the Convertible
Notes) to be sold pursuant to an Underwriting Agreement entered into among the Company and Morgan
Stanley & Co. Incorporated and UBS Securities LLC, as representatives of the several underwriters
(the Underwriters) named therein (the Underwriting Agreement).
The Convertible Notes are to be issued under an indenture, dated as of August 15, 1992 (the Base
Indenture), between the Company and Wilmington Trust Company, as trustee (the Trustee), as
supplemented by a supplemental indenture to be entered into between the Company and the Trustee
(the Supplemental Indenture and together with the Base Indenture, the Indenture).
The Convertible Notes were registered pursuant to a Registration Statement on Form S-3 (No.
333-172558) (the Registration Statement), including the base prospectus, dated March 2, 2011, a
preliminary prospectus supplement dated March 2, 2011, and a final prospectus supplement dated
March 2, 2011, filed with the Securities and Exchange Commission by the Company under the
Securities Act of 1933, as amended (the Securities Act).
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act.
As counsel to the Company in connection with the proposed issuance and sale of the Convertible
Notes and the issuance of the shares of common stock, par value $1.00 per share, of the Company and
accompanying rights to be received by the holders of the Convertible Notes upon conversion thereof
(the Conversion Shares), we have examined or are otherwise familiar with (i) the Certificate of
Incorporation of the Company, as amended to date; (ii) the By-Laws of the Company, as amended to
date; (iii) the Registration Statement, including the exhibits thereto; (iv) the Indenture; (v)
resolutions adopted by the Board of Directors of the Company and a
Old Republic International Corporation
March 2, 2011
Page 2
March 2, 2011
Page 2
committee thereof in connection with the issuance of the Convertible Notes and matters related
thereto; and (vi) such other documents, records and instruments as we have deemed necessary or
appropriate for purposes of 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.
Based upon the foregoing, having regard for such legal considerations as we deem relevant and
assuming that (i) the Indenture has been duly authorized, executed and delivered by, and represents
the valid and binding obligation of, the Trustee; and (ii) the Convertible Notes have been duly
authenticated by the Trustee, we are of the opinion that:
(1) The Convertible Notes have been authorized and, when executed, authenticated and issued in
accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters
and issued pursuant to the Underwriting Agreement and the Company receives the consideration
provided for in the Underwriting Agreement, will constitute valid and legally binding obligations
of the Company enforceable in accordance with their terms.
(2) The Conversion Shares have been validly authorized and reserved, and, when issued and delivered
upon conversion of the Convertible Notes in accordance with the terms of the Convertible Notes and
the Indenture, will be validly issued, fully paid and nonassessable.
The opinions expressed herein are subject to the qualification that the enforceability of any
contract or agreement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting the enforceability of creditors rights
generally and to court decisions with respect thereto and to general principles of equity
(regardless of whether considered in a proceeding in equity or at law).
We express no opinion as to the laws of any jurisdiction other than the laws of the State of New
York, the General Corporation Law of the State of Delaware, and the federal laws of the United
States.
We hereby consent to the deemed incorporation by reference of this opinion into the Registration
Statement and to the reference to our firm therein. In giving such 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,
LOCKE LORD BISSELL & LIDDELL LLP
/s/ Locke Lord Bissell & Liddell LLP