Attached files
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EX-5.2 - EX-5.2 - METLIFE INC | y90166exv5w2.htm |
8-K - FORM 8-K - METLIFE INC | y90166e8vk.htm |
Exhibit 5.1
Dewey & LeBoeuf LLP | ||
1301 Avenue of the Americas | ||
New York, NY 10019-6092 | ||
tel (212) 259 8000 | ||
fax (212) 259 6333 |
March 8, 2011
MetLife, Inc.
1095 Avenue of the Americas
New York, NY 10036
1095 Avenue of the Americas
New York, NY 10036
Re: | MetLife, Inc. Underwritten Public Offering of 146,809,712 Shares of Common Stock |
Ladies and Gentlemen:
We have acted as special counsel for MetLife, Inc., a Delaware corporation (the Company), in
connection with the sale (i) by the Company of 68,570,000 shares (the Primary Shares) of the
Companys common stock, par value $0.01 per share (the Common Stock), and (ii) by ALICO Holdings
LLC, a Delaware limited liability company (the Selling Stockholder), of 78,239,712 shares (the
Secondary Shares, and together with the Primary Shares, the Shares) of the Common Stock, in
each case, pursuant to the Underwriting Agreement, dated as of March 2, 2011 (the Underwriting
Agreement), among the Company, the Selling Stockholder, American International Group, Inc., a
Delaware corporation (AIG), and Goldman, Sachs & Co., Citigroup Global Markets Inc. and Credit
Suisse Securities (USA) LLC, as the representatives (the Representatives) of the several
underwriters (the Underwriters) listed on Schedule I to the Pricing Agreement, dated as of March
2, 2011 (the Pricing Agreement, and together with the Underwriting Agreement, the Transaction
Documents), among the Company, the Selling Stockholder, AIG and the Representatives.
In accordance with our understanding with you as to the scope of our services applicable to
the transactions contemplated in the Underwriting Agreement, we have reviewed: (a) the registration
statement on Form S-3 (File No. 333- 170876) filed by the Company with the Securities and Exchange
Commission (the Commission) pursuant to the Securities Act of 1933, as amended (the Securities
Act), which automatically became effective under the Securities Act on November 30, 2010, allowing
for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the
Securities Act (the Rules and Regulations), including the documents incorporated by reference
therein (the Registration Statement); (b) the prospectus, dated November 30, 2010 (the Base
Prospectus), filed as part of the Registration Statement; (c) the preliminary prospectus
supplement, dated March 1, 2011, relating
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MetLife, Inc.
March 8, 2011
Page 2
March 8, 2011
Page 2
to the Shares, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and
Regulations; (d) the prospectus supplement, dated March 3, 2011 (together with the Base Prospectus,
the Prospectus), relating to the Shares in the form filed with the Commission pursuant to Rule
424(b) of the Rules and Regulations; (e) an executed copy of the Underwriting Agreement; (f) an
executed copy of the Pricing Agreement; (g) an executed copy of the Investor Rights Agreement,
dated as of November 1, 2010, among the Company, the Selling Stockholder and AIG; (h) an executed
copy of the Coordination Agreement, dated as of March 1, 2011, among the Company, the Selling
Stockholder and AIG; (i) a certificate of the Secretary of the Company, dated as of March 8, 2011
(including the attachments thereto, the Secretarys Certificate); (j) a certificate, dated March
2, 2011, and a facsimile bringdown thereof, dated March 8, 2011 from the Office of the Secretary of
the State of Delaware as to the existence and good standing in the State of Delaware of the
Company; (k) a copy of the Amended and Restated Certificate of Incorporation of the Company, as
amended through the date hereof, a copy of the Amended and Restated Bylaws of the Company, as
amended through the date hereof, a copy of the resolutions of the Board of Directors of the Company
(the Board), adopted March 7, 2010, April 27, 2010 and February 23, 2011, and a copy of the
resolutions of the Finance and Risk Committee of the Board, adopted March 1, 2011, in each case, as
certified by the Secretary of the Company in the Secretarys Certificate; and (l) such other
records of the corporate proceedings of the Company as we have deemed necessary as the basis for
the opinions expressed herein.
We have also examined, have relied as to matters of fact upon and have assumed the accuracy of
originals or copies certified of, or otherwise identified to our satisfaction, such records,
agreements, documents and other instruments and such representations, statements and certificates
or comparable documents of or from public officials and officers and representatives of the Company
and of representations of such persons whom we have deemed appropriate, and have made such other
investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter
set forth. In such examination, and in connection with our review of all such documents, including
the documents referred to in clauses (a) through (l) of the preceding paragraph, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as copies and the
authenticity of the originals of such latter documents.
Based upon and subject to the foregoing, and subject to the further limitations,
qualifications and assumptions stated herein, we are of the opinion that the Primary Shares have
been duly authorized by the Company and, upon the issuance and delivery of and payment for the
Primary Shares pursuant to the terms of the Transaction Documents, will be validly issued, fully
paid and non-assessable, and the Secondary Shares are validly issued, fully paid and
non-assessable.
MetLife, Inc.
March 8, 2011
Page 3
March 8, 2011
Page 3
The opinion expressed herein is limited in all respects to the General Corporation Law of the
State of Delaware, and no opinion is expressed with respect to the laws of any other jurisdiction
or any effect which such laws may have on the opinion expressed herein. This opinion is limited to
the matters stated herein, and no opinion is implied or may be inferred beyond the matters
expressly stated herein.
This opinion letter is rendered as of the date hereof based upon the facts and law in
existence on the date hereof. We assume no obligation to update or supplement this opinion letter
to reflect any circumstances that may come to our attention after the date hereof with respect to
the opinion and statements set forth above, including any changes in applicable law that may occur
after the date hereof.
We consent to the filing of this opinion letter as an exhibit to the Companys Current Report
on Form 8-K to be filed in connection with the offering and sale of the Shares, which will be
incorporated by reference into the Registration Statement and the Prospectus and to the use of our
name under the caption Legal Opinions contained in the Prospectus. In giving our consent, we do
not thereby concede that we come within the category of persons whose consent is required by the
Securities Act or the Rules and Regulations.
Very truly yours, |
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/s/ Dewey & LeBoeuf LLP | ||||