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EX-5.1 - HSBC USA INC /MD/v302993_ex5-1.htm

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 16, 2012

 

 

Commission file number 1-7436

 
HSBC USA INC.
(Exact name of registrant as specified in its charter)
 
 
Maryland   13-2764867
(State of incorporation)   (IRS Employer Identification Number)
 

452 Fifth Avenue,

New York, New York

  10018
(Address of principal executive offices)   (Zip Code)
 
     
Registrant’s telephone number, including area code: (212) 525-5000
 

 

Not Applicable

(Former name or former address, if changed since last report)

 
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

Item 9.01. Financial Statements and Exhibits.

Exhibits are filed herewith in connection with the issuance of $5,815,000 Callable Step-Up Rate Notes due February 16, 2017 by HSBC USA Inc. (the “Company”) on February 16, 2012, pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-158385) (the “Registration Statement”).

(d)Exhibits

The following exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current Report:

 

  Exhibit No. Description  
 

 

5.1

 

Opinion of Sidley Austin llp

 

  23.1 Consent of Sidley Austin llp (included in Exhibit 5.1)

 

 

2
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  HSBC USA Inc.
(Registrant)
 
         
  By: /s/ MICK FORDE  
    Name: Mick Forde  
    Title: Senior Vice President, Deputy General Counsel – Corporate and Assistant Secretary  

 

Dated: February 16, 2012

 

Exhibit Index

 

Exhibit No. Description  

 

5.1

 

Opinion of Sidley Austin llp

 

23.1 Consent of Sidley Austin llp (included in Exhibit 5.1)

 

3