Attached files
file | filename |
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EX-5.2 - EX-5.2 - Santander Holdings USA, Inc. | w82431exv5w2.htm |
8-K - FORM 8-K - Santander Holdings USA, Inc. | w82431e8vk.htm |
EX-4.2 - EX-4.2 - Santander Holdings USA, Inc. | w82431exv4w2.htm |
EX-1.1 - EX-1.1 - Santander Holdings USA, Inc. | w82431exv1w1.htm |
EX-4.1 - EX-4.1 - Santander Holdings USA, Inc. | w82431exv4w1.htm |
EX-4.3 - EX-4.3 - Santander Holdings USA, Inc. | w82431exv4w3.htm |
Exhibit 5.1
[Letterhead of Wachtell, Lipton, Rosen & Katz]
April 19, 2011
Santander Holdings USA, Inc.
75 State Street
Boston, Massachusetts 02109
75 State Street
Boston, Massachusetts 02109
RE: Issuance of 4.625% Senior Notes due 2016 by Santander Holdings USA, Inc.
Ladies and Gentlemen:
We have acted as special counsel to Santander Holdings USA, Inc., a Virginia corporation (the
Company), in connection with the offering and sale by the Company of $500,000,000
aggregate principal amount of 4.625% Senior Notes due 2016 (the Securities) in an
underwritten public offering pursuant to the Underwriting Agreement dated as of April 14, 2011 by
and among the Company and Goldman, Sachs & Co and J.P. Morgan Securities LLC, acting as
representatives for the several underwriters named in Schedule I thereto (the Underwriting
Agreement). The Securities are to be issued pursuant to that certain Senior Debt Indenture
dated as of April 19, 2011 between the Company and Deutsche Bank Trust Company Americas, as
trustee, as supplemented by the First Supplemental Indenture, dated as of the date hereof, between
the Company and the Trustee (the Indenture).
We have examined: (i) the Registration Statement on Form S-3 (Registration No. 333-172807)
filed with the Securities and Exchange Commission (the Commission) under the Securities
Act of 1933, as amended (the Securities Act), on March 14, 2011 by the Company; (ii) the
preliminary prospectus dated April 14, 2011 forming a part thereof (the Preliminary
Prospectus); (iii) the final prospectus dated April 14, 2011 in the form filed with the
Commission pursuant to Rule 424(b) under the Securities Act on April 14, 2011 (the Final
Prospectus, and together with the Preliminary Prospectus, the Prospectus) in
connection with the offering and sale by the Company of the Securities; (iv) the Indenture; (v) the
form of the Securities and (vi) such other corporate records, certificates and other documents and
such matters of law, in each case, as we have deemed necessary or appropriate.
In rendering this opinion, 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
the public officials, officers of the Company and other
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April 19, 2011
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representatives of parties to the Indenture
and the Securities. We have also assumed the valid authorization, execution and delivery of the
Indenture and the Securities 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 Indenture and the Securities constitutes the valid and binding
obligation of all such other parties, enforceable against them in accordance with its terms.
Based upon the foregoing and subject to the qualifications, assumptions and limitations stated
herein, we are of the opinion that the Securities constitute a valid and legally binding obligation
of the Company, enforceable against the Company in accordance with their terms.
The opinion set forth above is subject to the effects of (i) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting
the enforcement of creditors rights generally, (ii) general equitable principles (whether
considered in a proceeding in equity or at law) and (iii) 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 any Securities or in any agreement and we express no
opinion as to the enforceability of any indemnification or contribution provisions contained in any
agreement insofar as enforcement of these provisions may be limited by applicable federal
securities laws or principles of public policy.
We are members of the Bar of the State of New York. This opinion is limited to the laws of
the State of New York and the federal securities laws of the United States, and we express no
opinion as to the effect on the matters covered by this opinion of the laws of any other
jurisdiction.
Insofar as the opinions expressed herein relate to or are dependent upon matters governed by
the laws of the Commonwealth of Virginia, we have relied, without independent investigation, upon
the opinion dated April 19, 2011 of McGuireWoods LLP, special counsel to the Company.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Companys Current Report
on Form 8-K filed with the Commission on April 19, 2011 and to the reference to us under the
caption Legal Matters in Prospectus that forms a part of the Registration Statement. In giving
such consent, we do not thereby admit that we are an expert within the meaning of Section 7 of the
Act. We assume no obligation to advise the Company or any other
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April 19, 2011
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person, or to make any
investigations, as to any legal developments or factual matters arising subsequent to the date
hereof that might affect the opinions expressed herein.
Very truly yours, |
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/s/ Wachtell, Lipton, Rosen & Katz | ||||