Attached files
file | filename |
---|---|
EX-1.01 - EX-1.01 - CITIGROUP INC | y91687exv1w01.htm |
8-K - FORM 8-K - CITIGROUP INC | y91687e8vk.htm |
EX-4.01 - EX-4.01 - CITIGROUP INC | y91687exv4w01.htm |
EX-1.02 - EX-1.02 - CITIGROUP INC | y91687exv1w02.htm |
Exhibit 5.01
June 15, 2011
Citigroup Inc.
399 Park Avenue
New York, New York 10043
399 Park Avenue
New York, New York 10043
Ladies and Gentlemen:
I am an Associate General Counsel-Capital Markets of Citigroup Inc., a Delaware corporation (the
Company). I refer to the offering of $1,875,000,000 3.953% Notes due June 15, 2016 of the Company
(the Securities) pursuant to the Registration Statement on Form S-3 (No. 333-172562) (the
Registration Statement) and the prospectus dated May 12, 2011, as supplemented by the prospectus
supplement dated June 8, 2011 (together, the Prospectus). The Securities were issued pursuant to
the junior subordinated debt indenture dated as of July 23, 2004, as amended (the Indenture),
between the Company and The Bank of New York Mellon, as successor trustee (the Trustee).
I have examined originals or copies, certified or otherwise identified to my satisfaction, of such
documents, corporate records, certificates of public officials and other instruments and have
conducted such other investigations of fact and law as I have deemed necessary or advisable for the
purposes of this opinion. In such examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures (other than those of officers of the Company), the
authenticity of all documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as certified or photostatic copies and the authenticity of the
original of such copies.
Upon the basis of the foregoing, I am of the opinion that the Securities have been validly
authorized and are validly issued and outstanding obligations of the Company enforceable in
accordance with their terms and entitled to the benefits of the Indenture (subject, as to
enforcement, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws
affecting creditors rights generally and to general principles of equity regardless of whether
such enforceability is considered in a proceeding in equity or at law).
Citigroup Inc.
Page 2
Page 2
My opinion is limited to matters governed by the Federal laws of the United States of America, the
laws of the State of New York and the General Corporation Law of the State of Delaware (including
the applicable provisions of the Delaware Constitution and the reported judicial decisions
interpreting the General Corporation Law of the State of Delaware and such applicable provisions of
the Delaware Constitution).
I consent to the filing of this opinion as Exhibit 5.01 to the Companys Current Report on Form 8-K
dated June 15, 2011 and to the reference to my name in the Prospectus under the heading Legal
Matters. In giving such consent, I do not thereby admit that I come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very
truly yours,
/s/ Michael J. Tarpley
/s/ Michael J. Tarpley
Michael
J. Tarpley
Associate General Counsel
Capital Markets
Associate General Counsel
Capital Markets