Attached files

file filename
8-K - FORM 8-K - ASSURANT, INC.d513454d8k.htm
EX-1.1 - EX-1.1 - ASSURANT, INC.d513454dex11.htm
EX-4.2 - EX-4.2 - ASSURANT, INC.d513454dex42.htm
EX-4.1 - EX-4.1 - ASSURANT, INC.d513454dex41.htm
EX-4.3 - EX-4.3 - ASSURANT, INC.d513454dex43.htm
EX-99.1 - EX-99.1 - ASSURANT, INC.d513454dex991.htm

Exhibit 5.1

[Assurant Letterhead]

March 28, 2013

Assurant, Inc.

One Chase Manhattan Plaza

New York, New York 10005

Ladies and Gentlemen:

I am Senior Vice President, Chief Corporate Counsel and Assistant Secretary of Assurant, Inc., a Delaware corporation (the “Company”), and as such, have served as counsel for the Company in connection with the issuance and sale of $350,000,000 aggregate principal amount of 2.50% Senior Notes due 2018 and $350,000,000 aggregate principal amount of 4.00% Senior Notes due 2023 (together, the “Securities”) pursuant to the Company’s registration statement on Form S-3 (File No. 333-177777) (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on November 7, 2011. The Securities are being issued under an indenture, dated as of March 28, 2013 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”).

I have examined such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, I advise you that, in my opinion, the Securities constitute valid and legally binding obligations of the Company, 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.

The foregoing opinion is limited to the federal laws of the United States and the laws of the States of Delaware and New York, and I am expressing no opinion as to the effect of the laws of any other jurisdiction.

I have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by me to be responsible, and I have assumed, without independent verification, that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Securities conform to the specimens thereof examined by me, that the Securities have been duly authenticated by one of the Trustee’s authorized officers, that the Securities have been delivered against payment as contemplated in the Registration Statement and that the signatures on all documents examined by me are genuine.


 

Assurant, Inc.    -2-

 

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to me under the heading “Validity of the Notes” in the Prospectus Supplement dated March 25, 2013. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.

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Very truly yours,
/s/ Stephen W. Gauster
Stephen W. Gauster

[Signature Page to Exhibit 5 Opinion]