Attached files
file | filename |
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8-K - 8-K - BANC OF CALIFORNIA, INC. | d900977d8k.htm |
EX-1.1 - EX-1.1 - BANC OF CALIFORNIA, INC. | d900977dex11.htm |
EX-4.2 - EX-4.2 - BANC OF CALIFORNIA, INC. | d900977dex42.htm |
EX-5.2 - EX-5.2 - BANC OF CALIFORNIA, INC. | d900977dex52.htm |
Exhibit 5.1
Law Offices
Silver, Freedman, Taff & Tiernan LLP
A Limited Liability Partnership Including Professional Corporations
3299 K STREET, N.W., SUITE 100
WASHINGTON, D.C. 20007
(202) 295-4500
WWW.SFTTLAW.COM
April 6, 2015
Banc of California, Inc.
18500 Von Karman Avenue, Suite 1100
Irvine, California 92612
Ladies and Gentlemen:
We have acted as special Maryland counsel to Banc of California, Inc., a Maryland corporation (the Company), in connection with the issuance and sale by the Company of $175,000,000 aggregate principal amount of 5.25% Senior Notes due April 15, 2025 (the Securities). The Securities are being issued under the Senior Debt Securities Indenture, dated as of April 23, 2012 (such indenture, together with the Second Supplemental Indenture thereto relating to the Securities dated as of April 6, 2015, the Indenture), between the Company and U.S. Bank National Association, as trustee, and sold pursuant to the Purchase Agreement, dated as of March 31, 2015 (the Purchase Agreement), by and among the Company and Sandler ONeill & Partners, L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Keefe, Bruyette & Woods, Inc., UBS Securities LLC and Wells Fargo Securities, LLC as representatives of the several underwriters named in Schedule A thereto. The Securities have been registered under the Securities Act of 1933, as amended (the Securities Act), pursuant to a registration statement on Form S-3 filed by the Company with the Securities and Exchange Commission (the Commission), which became effective on February 12, 2014 (File No. 333-192518) (the Registration Statement), including a base prospectus dated February 12, 2014 (the Base Prospectus) and a prospectus supplement relating to the Securities dated March 31, 2015 (the Prospectus Supplement, and together with the Base Prospectus, the Prospectus).
In connection with our opinion, we have examined originals, or copies, certified or otherwise identified to our satisfaction, of the Purchase Agreement, the Indenture, the global note evidencing the Securities, the Registration Statement, the Prospectus, the Companys charter and bylaws, resolutions of the Companys Board of Directors and committees thereof, certificates of public officials, certificates of corporate officers and such other documents and corporate records as we have deemed appropriate for the purpose of rendering this opinion. We have assumed without investigation the genuineness of all signatures, the legal capacity of natural persons, the authenticity, accuracy and completeness of all documents submitted to us as originals, the conformity to authentic and complete original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity, accuracy and completeness of the originals of such copies. We have further assumed the due authorization of such documents by all parties other than the Company and the taking of all requisite action respecting such documents by all parties other than the Company, the due execution and delivery of such documents by each party other than the Company and that all agreements are valid and binding agreements of all parties to such agreements, other than the Company. In addition, we have assumed the accuracy of certifications of public officials, government agencies and departments, corporate officers and other individuals on which we are relying, and have made no independent investigations thereof. Our opinion expressed herein as to the valid existence of the Company as a corporation under the laws of the State of Maryland is based solely on a certificate dated April 3, 2015 issued by the Department of Assessments and Taxation of the State of Maryland.
Banc of California, Inc.
April 6, 2015
Page 2
Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that (i) the Company is validly existing as a corporation under the laws of the State of Maryland, (ii) the Company has the corporate power to issue the Securities, and (iii) the Securities have been duly authorized by the Company for issuance and sale pursuant to the Indenture and the Purchase Agreement.
In rendering the opinion set forth herein, we express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Maryland, as currently in effect. This opinion is limited to the facts bearing on this opinion as they exist on the date of this letter. We disclaim any obligation to review or supplement this opinion or to advise you of any changes in the circumstances, laws or events that may occur after this date or otherwise update this opinion.
We hereby consent to the filing of this opinion as an exhibit to the Companys Current Report on Form 8-K filed on April 6, 2015, and to the reference to our name under the heading Legal Matters in the Prospectus. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. The opinions expressed herein are matters of professional judgment and are not a guarantee of result.
Very truly yours, |
/s/ SILVER, FREEDMAN, TAFF & TIERNAN LLP |
SILVER, FREEDMAN, TAFF & TIERNAN LLP |