Attached files
file | filename |
---|---|
8-K - FORM 8-K - WESTERN ALLIANCE BANCORPORATION | p18089e8vk.htm |
EX-1.1 - EX-1.1 - WESTERN ALLIANCE BANCORPORATION | p18089exv1w1.htm |
Exhibit 5.1
JOSEPH W. BROWN
|
KRIS T. BALLARD | ![]() |
LOUIS M. BUBALA III | RICHARD A. RAWSON | ||||
ALBERT F. PAGNI
|
WILLIAM C. DAVIS, JR. | ATTORNEYS AT LAW | JUSTIN J. BUSTOS | JOHN P. SANDE, IV | ||||
JOHN P. SANDE, III
|
KARL L. NIELSON | 3773 HOWARD HUGHES PARKWAY | DANIEL S. CEREGHINO | BRADLEY SCOTT SCHRAGER | ||||
WILLIAM J. RAGGIO
|
PATRICK J. SHEEHAN | THIRD FLOOR SOUTH | KENNETH K. CHING | STEVEN G. SHEVORSKI | ||||
GARY R. GOODHEART
|
JOHN P. DESMOND | LAS VEGAS, NEVADA 89169 | TRACY A. DIFILLIPPO | *TODD M. SMITH | ||||
MICHAEL E. BUCKLEY
|
SCOTT M. SCHOENWALD | BENJAMIN W. KENNEDY | JESSE A. WADHAMS | |||||
RICHARD F. JOST
|
CONSTANCE L. AKRIDGE | TEL (702) 862-3300 FAX (702) 734-2722 | WAYNE O. KLOMP | GORDON H. WARREN | ||||
JANET L. CHUBB
|
RICHARD M. TRACHOK, II | |||||||
DOUGLAS M. COHEN
|
EDWARD M. GARCIA | WWW.JONESVARGAS.COM | MELVIN D. CLOSE, JR. RICHARD G. BARRIER AMANDA J. COWLEY | BRIAN E. SANDOVAL OF COUNSEL |
||||
KEVIN R. STOLWORTHY
|
ELIZABETH FIELDER | |||||||
JAMES L. WADHAMS
|
MOLLY MALONE REZAC | |||||||
JODI R. GOODHEART
|
RYAN W. HERRICK | |||||||
PAUL A. LEMCKE
|
BRIAN R. IRVINE | |||||||
MICHAEL G. ALONSO
|
MATTHEW T. MILONE | |||||||
ANN MORGAN
|
BRETT J. SCOLARI | |||||||
CLIFFORD A. JONES (1912 - 2001) | BRIAN J. MATTER, CLM | |||||||
HERBERT M. JONES (1914 - 2008) | EXECUTIVE DIRECTOR | |||||||
GEORGE L. VARGAS (1909 - 1985) | ||||||||
JOHN C. BARTLETT (1910 - 1982) | ||||||||
LOUIS MEAD DIXON (1919 - 1993) | ||||||||
GARY T. FOREMASTER (1953 - 1998) |
August 24, 2010
Board of Directors
Western Alliance Bancorporation
2700 W. Sahara Avenue
Las Vegas, NV 89102
Western Alliance Bancorporation
2700 W. Sahara Avenue
Las Vegas, NV 89102
Ladies and Gentlemen:
We are acting as special Nevada counsel to Western Alliance Bancorporation, a Nevada
corporation (the Company), in connection with the proposed public offering of 8,050,000 shares of
common stock, par value $0.0001 per share, all of which shares (the Shares) are to be sold by the
Company pursuant to a prospectus supplement dated August 18, 2010 to the accompanying prospectus
dated May 4, 2009 (such documents, collectively, being referred to as the Prospectus) that form
part of the Companys effective registration statement on Form S-3 (File No. 333-158971) (the
Registration Statement). This opinion letter is furnished to you at your request to enable you
to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 228.601(b)(5), in
connection with the Registration Statement.
Any undefined and capitalized terms shall be as set forth in the Prospectus or the
Registration Statement, as is applicable.
For purposes of this opinion letter, we have examined copies of such agreements, instruments
and documents as we deem appropriate to render the opinions hereinafter expressed. In our
examination of the aforesaid documents, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the accuracy and completeness of all documents submitted to
us, the authenticity of all original documents, and the conformity to authentic original documents
of all documents submitted to us as copies (including telecopies). As to all matters of fact, we
have relied on the representations and statements of fact made in the documents so reviewed, and we
have not independently established the facts so relied on. This opinion letter is given, and all
statements herein are made, in the context of the foregoing.
As to all matters of law, this opinion letter is solely based upon the applicable provisions
of Chapter 78 of the Nevada Corporations Law, located within the Nevada Revised Statutes, as
amended, and as currently in effect (but not including any laws, statutes, ordinances,
administrative decisions, rules or regulations of any political subdivision below the state level).
As used herein, the phrase Nevada Corporations Law, Nevada Revised Statutes, Chapter 78, as
amended includes the statutory
RENO OFFICE
100 WEST LIBERTY STREET, TWELFTH FLOOR, RENO, NEVADA 89504 TEL (775) 786-5000 FAX (775) 786-1177
*LICENSED IN MINNESOTA AND WISCONSIN ONLY
100 WEST LIBERTY STREET, TWELFTH FLOOR, RENO, NEVADA 89504 TEL (775) 786-5000 FAX (775) 786-1177
*LICENSED IN MINNESOTA AND WISCONSIN ONLY
Board of Directors
Western Alliance Bancorporation
August 24, 2010
Page 2
Western Alliance Bancorporation
August 24, 2010
Page 2
provisions contained therein; any applicable provisions of the Nevada Constitution; and any
applicable reported judicial decisions interpreting these laws.
We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations
(and in particular, we express no opinion as to any effect that such other laws, statutes,
ordinances, rules, or regulations may have on the opinions expressed herein).
Assumptions
In rendering the opinions set forth herein, we have, with your consent, assumed: (a) the
valid authorization of the public offering of the Shares by Company, and the execution, delivery
and performance of the offering documents filed with the Securities and Exchange Commission
(Offering Documents) by Company have been duly authorized by all requisite corporate action on
the part of Company; (b) Company has the requisite corporate power and authority to carry out the
terms and conditions applicable to it with respect to the Offering Documents; (c) the valid
issuance of Shares of Companys common stock pursuant to the Offering Documents and a resolution
adopted by Companys Board of Directors, (d) that no documents exist that affect or govern the
issuance of shares of stock by Company (including, but not limited to, a resolution adopted by
Companys Board of Directors or an amendment to Companys Articles of Incorporation that has not
been filed with the Nevada Secretary of State) other than the corporate documents filed with the
Nevada Secretary of State and Companys Bylaws; (e) Companys compliance with all U.S. state and
U.S. federal securities laws and regulations applicable to the offer, sale and issuance of Shares
of Companys common stock pursuant to the Offering Documents; (f) each person who has signed the
Offering Documents on behalf of Company was duly elected or appointed, qualified and acting as such
director or officer and authorized to do so; (g) that Companys Amended and Restated Articles of
Incorporation, as amended by that Certificate of Amendment dated April 29, 2010, have not otherwise
been amended since they were filed with the Nevada Secretary of State on June 1, 2005; (h) that the
Bylaws that we have reviewed are the true and correct Bylaws of the Company and have not been
amended; and (i) that as of the date hereof, Company remains a corporation duly organized under the
laws of the State of Nevada with status in good standing.
Wherever our opinion herein with respect to the existence or absence of facts is indicated to
be based upon our knowledge or awareness, it is intended to signify that during the course of our
limited representation of Company as its special Nevada counsel, as herein described, no
information has come to the attention of those attorneys at Jones Vargas, Chartered (Jones
Vargas) that have directly worked on this matter, that would give us actual knowledge of the
existence or absence of such facts. Our knowledge or awareness does not include the knowledge of
Mr. John Sande, III, a member of Jones Vargas, who also serves as a director on the Companys Board
of Directors. We have not undertaken an independent investigation to determine the existence or
absence of such facts, and material information as to such matters may not have come to our
attention during the course of our representation of Company. Accordingly, no inference as to our
knowledge of the existence or absence of such facts should be drawn from our special and limited
representation of Company.
Board of Directors
Western Alliance Bancorporation
August 24, 2010
Page 3
Western Alliance Bancorporation
August 24, 2010
Page 3
Opinions
Based upon, subject to and limited by the foregoing, we are of the opinion that:
(i) | the issuance of the Shares pursuant to the terms of the Underwriting Agreement dated August 19, 2010, by and between the Company and Keefe, Bruyette & Woods, Inc.; and, |
(ii) | the reciprocal receipt by the Company of the consideration for the Shares as specified in the Prospectus, |
will result in the Shares being validly issued, fully paid and nonassessable.
Limitation and Qualifications
The opinions expressed herein are further subject to the following qualifications:
(a) Our opinions are not a prediction of what a particular court (including an appellate
court) reaching the issue on the merits would hold but instead is our opinion as to the proper
result to be reached by a court applying existing legal rules to the facts as we understand them to
be.
(b) This opinion letter is based upon and relies upon the current status of the laws of the
State of Nevada and this opinion is limited thereto. We do not opine to matters governed by future
legislation or case law, and we do not undertake any obligation to update this opinion letter.
(c) This opinion letter is based on our review of certain corporate documents and does not
consider or extend to any documents (including, but not limited to, any Offering Documents which we
have neither reviewed nor received), agreements, representations or any other material of any kind
not specifically mentioned above, and this opinion letter should in no way be considered as
inclusive of any matters not set out herein.
(d) We express no opinion as to any matters relating to the business, affairs or condition
(financial or otherwise) of Company, and no inference should be drawn that we have expressed any
opinion on matters relating to the ability of Company to perform its obligations pursuant to the
private placement described herein.
(e) In this opinion letter, the words including, such as, for example, and words to
similar effect shall be construed as if followed by the words without limitation and the word
person includes a natural person as well as an entity.
(f) The opinions expressed in this opinion letter are limited to the matters expressly set
forth in this opinion letter, and no other opinions shall be inferred or implied beyond the matters
expressly stated herein.
Board of Directors
Western Alliance Bancorporation
August 24, 2010
Page 4
Western Alliance Bancorporation
August 24, 2010
Page 4
We are admitted to the practice of law in the State of Nevada, and our opinions are limited to
matters under or involving the laws of the State of Nevada, including the laws of Nevada Private
Corporations (NRS Chapter 78) as currently in effect (except for gaming, securities, or so-called
Blue Sky state securities laws, on which we do not express any opinion except as expressly set
forth herein). We express no opinion as to matters under or involving the laws of any jurisdiction
other than the laws of the State of Nevada, as those laws presently exist.
This opinion letter is issued in the State of Nevada; and, by issuing this opinion letter, the
law firm of Jones Vargas shall not be deemed to be transacting business in any other state, foreign
country or jurisdiction. Furthermore, by issuing this letter opinion to the addressee hereof, the
law firm of Jones Vargas does not consent to the jurisdiction of any state but the State of Nevada,
or any foreign country or jurisdiction, and any claim or cause of action arising out of the
opinions expressed herein must be brought in the State of Nevada.
The opinions expressed in this opinion letter are given solely for the benefit of Company, and
may not be relied upon, in whole or in part, by any other party for any purpose or relied upon by
any other person, firm or corporation for any purpose, without our prior written consent. The
opinions are rendered as of the date hereof, and we express no opinion as to circumstances or
events that may occur subsequent to such date, and this opinion letter is not to be construed as a
guaranty, nor is it a warranty that a court considering such matter would not rule in any manner
contrary to the opinions set forth above. Furthermore, we do not undertake the obligation to
supplement or update this opinion letter if any applicable laws or facts, or our knowledge of
applicable laws or facts, change in any manner.
This opinion letter has been prepared and may be used by Company as an exhibit in connection
with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of
the Shares, which Form 8-K will be incorporated by reference into the Registration Statement and
the Prospectus, and is made as of the date hereof. We assume no obligation to advise you of any
changes in the foregoing subsequent to the delivery of this letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described
Form 8-K and to the reference to Jones Vargas under the caption Legal Matters in the Prospectus.
In giving this consent, we do not thereby admit that we are an expert within the meaning of the
Securities Act of 1933, as amended.
Very truly yours, |
||||
JONES VARGAS | ||||