FOLEY & LARDNER LLP
ATTORNEYS AT LAW
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5306
September 25, 2012
255 Fiserv Drive
Brookfield, Wisconsin 53045
We have acted as counsel for Fiserv, Inc., a Wisconsin corporation (the Company), in
connection with a Registration Statement on Form S-3 (Registration No. 333-169358), as amended (the Registration Statement), including the prospectus constituting a part thereof, dated September 14, 2010, and the prospectus
supplement, dated September 18, 2012 (collectively, the Prospectus), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the Securities Act), relating to the
issuance and sale by the Company of $700,000,000 aggregate principal amount of the Companys 3.500% Senior Notes due 2022 (the Notes) in the manner set forth in the Registration Statement and the Prospectus. The Notes are fully and
unconditionally guaranteed (the Guarantees) by certain subsidiaries of the Company (the Guarantors) and have been issued under the Indenture, dated as of November 20, 2007 (the Indenture), among the Company,
the guarantors named therein and U.S. Bank National Association, as Trustee (the Trustee), as supplemented by a supplemental indenture, among the Company, the Guarantors and the Trustee, establishing the terms and providing for the
issuance of the Notes (the Supplemental Indenture).
As counsel to the Company in connection with the issuance and
sale of the Notes, we have examined: (i) the Registration Statement, including the Prospectus and the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (ii) the Indenture and the
Supplemental Indenture; (iii) the Notes and the Guarantees; and (iv) such other proceedings, documents and records as we have deemed necessary to enable us to render the opinions set forth below.
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 and subject to the foregoing and the other matters set forth herein, assuming that (i) each of the Indenture and the Supplemental Indenture has been duly authorized, executed and delivered
by, and represents the valid and binding obligations of, the Trustee and (ii) the Notes have been duly authenticated by the Trustee, and having regard for such legal considerations as we deem relevant, we are of the opinion that:
SAN DIEGO/DEL MAR
September 25, 2012
1. The Notes, when delivered by the Company in the manner and
for the consideration contemplated by the Registration Statement and the Prospectus, will be legally issued and valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general equity principles (regardless of whether enforcement is considered in a proceeding
in equity or at law).
2. The Guarantees, when delivered by the Company in the manner and for the consideration contemplated
by the Registration Statement and the Prospectus, will be legally issued and valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general equity principles (regardless of whether enforcement is considered in a proceeding in equity or at law).
We express no opinion as to any provision of any instrument, agreement or other document (i) regarding severability of the
provisions thereof or (ii) providing that the assertion or employment of any right or remedy shall not prevent the concurrent assertion or employment of any other right or remedy, or that every right and remedy shall be cumulative and in
addition to every other right and remedy, or that any delay or omission to exercise any right or remedy shall not impair any right or remedy or constitute a waiver thereof.
We are qualified to practice law in the States of Wisconsin and New York and we do not purport to be experts on the law other than that of the States of Wisconsin and New York, the provisions of the
Delaware General Corporation Law and the federal laws of the United States of America. We express no opinion as to the laws of any jurisdiction other than the States of Wisconsin and New York, the provisions of the Delaware General Corporation Law
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 the Prospectus and to the references to our firm therein. In giving this 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,|
|/s/ Foley & Lardner LLP|