Additional Documents Incorporated by Reference. None Dolphin Mall Associates LLC La Cienega Partners Limited Partnership Short Hills Associates, L.L.C. Txxx-Co Finance LLC Taubman Auburn Hills Associates Limited Partnership Taubman Cherry Creek Shopping Center L.L.C. The Taubman Company LLC The Taubman Realty Group Limited Partnership Twelve Oaks Mall LLC Rxxxxx X. Xxxxxxx Lxxx X. Pxxxx Xxxxxxx. S. Xxxxxxx Dxxxxx X. Dxxxx Exxxx X. Xxxx Sxxxxx X. Xxxx Cxxxx X. Xxxxxx Sxxxxxx X. Xxxxxx Rxxxxx X. Xxxxx Dxxxx X. Xxxxxxx Rxxx Xxxxxxxx Gxxxxx X. Xxxxxxx Jxxxxx X. Xxxxxx Cxxxx X. Xxxxxxx Pxxxx Xxxxxxxx, Jr. Wxxxxxx X. Xxxxxx Rxxxxx X. Xxxxx Ladies and Gentlemen: I have acted as counsel to Taubman Centers, Inc., a Michigan corporation (the “Company”), in connection with the public offering of up to 2,012,500 shares (the “Securities”) of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), pursuant to the Company’s prospectus dated June 14, 2011 (the “Basic Prospectus”), included in the Company’s Registration Statement on Form S-3 (No. 333-174880) (the “Registration Statement”), as supplemented by the prospectus supplements dated June 14, 2011 (the “Pricing Prospectus”) and June 14, 2011 (the “Prospectus”). This opinion letter is provided to you at the request of the Company pursuant to Section 8(c) of the Underwriting Agreement, dated as of June 14, 2011 (the “Underwriting Agreement”), between the Company and Gxxxxxx, Sxxxx & Co. (the “Underwriter”). Except as otherwise indicated, capitalized terms used in this opinion letter are defined as set forth in the Underwriting Agreement. In so acting, I have examined the Underwriting Agreement, the Registration Statement, the Basic Prospectus, the Pricing Prospectus and the Prospectus, and have considered such matters of law and of fact, and relied upon such certificates and other information furnished to me, as I have deemed appropriate as a basis for my opinions set forth below. In giving the opinions set forth in this opinion letter, I have assumed the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies. As to matters involving the facts specified therein, I have relied solely, without independent investigation or verification, upon (i) the representations and warranties made in the Underwriting Agreement, (ii) certificates of officers of the Company, (iii) the written or oral advice of public officials and (iv) my review of (a) the Company’s Restated Articles of Incorporation (the “Articles”) and Restated By-Laws (the “Bylaws”), and (b) the Certificate of Formation and Limited Partnership Agreement of The Taubman Realty Group Limited Partnership (the “Operating Partnership”).
Appears in 1 contract
Additional Documents Incorporated by Reference. None Dolphin Mall Associates [List, if any] [·], 2017 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Xxxxxxx Xxxxx & Co. LLC La Cienega Partners Limited Partnership Short Hills Associates000 Xxxx Xxxxxx Xxx Xxxx, L.L.C. Txxx-Co Finance Xxx Xxxx 00000 Xxxxxx Xxxxxx of America X.X. Xxxxxx Securities LLC Taubman Auburn Hills Associates Limited Partnership Taubman Cherry Creek Shopping Center L.L.C. The Taubman Company LLC The Taubman Realty Group Limited Partnership Twelve Oaks Mall LLC Rxxxxx X. 000 Xxxxxxx Lxxx X. Pxxxx Xxxxxxx. S. Xxxxxxx Dxxxxx X. Dxxxx Exxxx X. Xxxxxx Xxx Xxxx, Xxx Xxxx Sxxxxx X. Xxxx Cxxxx X. 00000 Xxxxxx Sxxxxxx X. Xxxxxx Rxxxxx X. Xxxxx Dxxxx X. Xxxxxxx Rxxx Xxxxxxxx Gxxxxx X. Xxxxxxx Jxxxxx X. Xxxxxx Cxxxx X. Xxxxxxx Pxxxx Xxxxxxxx, Jr. Wxxxxxx X. Xxxxxx Rxxxxx X. Xxxxx of America $[·] [·]% Notes due 20[·] $[·] [·]% Notes due 20[·] Ladies and Gentlemen: I We have acted as counsel to Taubman Centers, Inc.Nokia Corporation, a Michigan corporation public limited liability company incorporated under the laws of the Republic of Finland (the “Company”), in connection with the public offering purchase by you of up to 2,012,500 shares (the “Securities”) $[·] aggregate principal amount of the Company’s Common Stock[·]% Notes due 20[·] and $[·] aggregate principal amount of the Company’s [·]% Notes due 20[·] (together, par value $0.01 per share the “Notes”) pursuant to, and subject to the terms and conditions set forth in, the Pricing Agreement, dated [·], 2017 (the “Common StockPricing Agreement”), among the Company and each of you. The Notes will be issued pursuant to an indenture, dated as of the Company’s prospectus dated June 14, 2011 date hereof (the “Basic ProspectusBase Indenture”), included in between the Company’s Registration Statement on Form S-3 (No. 333-174880) Company and The Bank of New York Mellon acting through its London Branch, as trustee (the “Registration StatementTrustee”), as amended and supplemented by the prospectus supplements first supplemental indenture dated June 14as of the date hereof among the Company, 2011 the Trustee and The Bank of New York Mellon acting through its London Branch, as paying agent (the “Pricing ProspectusFirst Supplemental Indenture” and together with the Base Indenture, the “Indenture”) ). The Notes are being purchased by you on the terms and June 14, 2011 conditions set forth in the Underwriting Agreement Standard Provisions (the “ProspectusUnderwriting Agreement Standard Provisions”), as incorporated into and modified by the Pricing Agreement. This opinion letter is provided furnished to you at the request of the Company pursuant to Section 8(c) of the Underwriting Agreement, dated as of June 14, 2011 (Agreement Standard Provisions incorporated into the “Underwriting Agreement”), between the Company and Gxxxxxx, Sxxxx & Co. (the “Underwriter”). Except as otherwise indicated, capitalized terms used in this opinion letter are defined as set forth in the Underwriting Pricing Agreement. In so actingthat connection, I we have examined the Underwriting Agreement, the Registration Statement, the Basic Prospectus, the Pricing Prospectus and the Prospectus, and have considered such matters of law and of fact, and relied upon such certificates and other information furnished to me, as I have deemed appropriate as a basis for my opinions set forth below. In giving the opinions set forth in this opinion letter, I have assumed the legal capacity of all natural persons, the authenticity of all documents submitted to me as reviewed originals and the conformity to original documents of all documents submitted to me as copies. As to matters involving the facts specified therein, I have relied solely, without independent investigation or verification, upon (i) the representations and warranties made in the Underwriting Agreement, (ii) certificates of officers copies of the Company, (iii) the written or oral advice of public officials and (iv) my review of following documents:
(a) the Company’s Restated Articles of Incorporation (the “Articles”) and Restated By-Laws (the “Bylaws”), and The Pricing Agreement;
(b) The Indenture;
(c) The Officer’s Certificate pursuant to Section 2.04 of the Certificate of Formation and Limited Partnership Agreement of The Taubman Realty Group Limited Partnership (the “Operating Partnership”).Indenture; and
Appears in 1 contract
Samples: Pricing Agreement (Nokia Corp)
Additional Documents Incorporated by Reference. None Dolphin Mall Associates Exhibit 12.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 15, 2012. Direct dial: 000-000-0000 Facsimile Number: 000-000-0000 Toll Free Number: 000-000-0000 Xxxxx Fargo Securities, LLC La Cienega Partners Limited Partnership Short Hills AssociatesXxxxxxx Lynch, L.L.C. Txxx-Co Finance Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. As representatives of the several Underwriters Named in Schedule I(a) to the Purchase Agreement (the “Representatives”) c/o Wells Fargo Securities, LLC Taubman Auburn Hills Associates Limited Partnership Taubman Cherry Creek Shopping Center L.L.C. The Taubman Company LLC The Taubman Realty Group Limited Partnership Twelve Oaks Mall LLC Rxxxxx 000 X. Xxxxxxx Lxxx X. Pxxxx Xxxxxxx. S. Xxxxxxx Dxxxxx X. Dxxxx Exxxx X. Xxxx Sxxxxx X. Xxxx Cxxxx X. Xxxxxx Sxxxxxx X. Xxxxxx Rxxxxx X. Xxxxxx, 0xx Xxxxx Dxxxx X. Xxxxxxx Rxxx Xxxxxxxx Gxxxxx X. Xxxxxxx Jxxxxx X. Xxxxxx Cxxxx X. Xxxxxxx Pxxxx XxxxxxxxXxxxxxxxx, Jr. Wxxxxxx X. Xxxxxx Rxxxxx X. Xxxxx XX 00000 Re: Protective Life Corporation $[ ] principal amount, [ ]% Subordinated Debentures due May 15, 2042 Ladies and Gentlemen: I have acted as counsel to Taubman Centersam Executive Vice President, Inc.Secretary and General Counsel of Protective Life Corporation, a Michigan Delaware corporation (the “Company”), and as such I am delivering this opinion in connection with the public offering of up several purchases today by you and the other Underwriters named in Schedule I(a) to 2,012,500 shares the Purchase Agreement, dated May [ ], 2012 (the “Securities”) of the Company’s Common Stock, par value $0.01 per share (“Common StockPurchase Agreement”), between the Company and you, as representatives of the several Underwriters named therein (the “Underwriters”), of $[ ] aggregate principal amount of [ ]% Subordinated Debentures due May 15, 2042 (the “Debentures”) issued by the Company pursuant to the Company’s prospectus Subordinated Indenture, dated as of June 141, 2011 1994 (the “Basic ProspectusBase Indenture”), included as supplemented by the Supplemental Indenture No. 9, dated as of May [ ], 2012 (“Supplemental Indenture No. 9”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor indenture trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Company’s Registration Statement Purchase Agreement. In so acting, I or others under my supervision in whom I have confidence have examined (a) the registration statement on Form S-3 (File No. 333-174880175224), as amended or supplemented, including the Incorporated Documents (as defined below) and the information deemed to be part of the registration statement pursuant to Rule 430B (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as supplemented by amended (the prospectus supplements “Securities Act”), (b) the prospectus, dated June 1429, 2011 (the “Pricing Base Prospectus”), (c) the preliminary prospectus supplement dated May 15, 2012 (together with the Base Prospectus and the Incorporated Documents (as defined below), the “Preliminary Prospectus”) relating to the offering of the Debentures in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, (d) the final prospectus supplement, dated May [ ], 2012 (the “Prospectus Supplement” and, together with the Base Prospectus and June 14the Incorporated Documents (as defined below), 2011 (the “Prospectus”). This opinion letter is provided ) relating to you at the request offering of the Debentures in the form filed by the Company with the Commission pursuant to Section 8(cRule 424(b) of under the Underwriting AgreementSecurities Act, dated (e) the Base Indenture, as of June 14supplemented by Supplemental Indenture No. 9 (together, 2011 the “Indenture”), (f) the Debentures issued pursuant to the Indenture, (g) the documents listed in Schedule A (the “Underwriting AgreementIncorporated Documents”), between (h) the Pricing Disclosure Package (as defined in the Purchase Agreement and hereinafter referred to as the “Pricing Disclosure Package”), and (i) such other corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. I am of the following opinion:
I. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction.
II. The documents incorporated by reference in the Registration Statement and the Prospectus or any further amendment or supplement thereto made by the Company prior to the Closing Time (other than the financial statements and Gxxxxxxrelated notes, Sxxxx & Co. (the “Underwriter”financial statement schedules and other financial data included or incorporated by reference therein as to which I express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and I have no reason to believe that any of such documents, when such documents become effective or were so filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
III. Except as otherwise indicated, capitalized terms used in this opinion letter are defined The Company has an authorized capitalization as set forth in the Underwriting Prospectus; all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and conform in all material respects to the description thereof in the Prospectus; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company.
IV. Each subsidiary of Protective Life Corporation has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole or would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the Debentures; except as otherwise disclosed in the Pricing Prospectus or as would not have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole and would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the Debentures, all of the issued and outstanding capital stock of each subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and, to my knowledge, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; to my knowledge, none of the outstanding shares of capital stock of any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary except where such violation would not have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole or would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the Debentures.
V. The issue and sale of the Debentures and the compliance by the Company with all of the provisions of the Debentures, the Indenture and the Purchase Agreement (including the consummation of the transactions therein contemplated and the use of the proceeds from the sale of the Debentures as described in the Prospectus under the caption “Use of Proceeds”) and the compliance by the Company with all of its obligations under the Purchase Agreement do not and will not, whether with or without the giving of notice or lapse of time or both (i) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, any contract, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to me to which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except, in all such cases, for such conflicts, breaches, violations, defaults, Repayment Events, liens, charges or encumbrances as would not reasonably be expected to have a material adverse effect on the financial condition of the Company and its subsidiaries taken as a whole and would not have a material adverse effect on the issuance or sale of the Debentures or the application of the proceeds therefrom, or (ii) result in any violation of the provisions of (A) the Certificate of Incorporation or Bylaws of the Company or any of its subsidiaries or (B) any statute known to me to be applicable to the Company or any of its subsidiaries or any of their respective properties, or any order, rule or regulation known to me of any court or insurance regulatory authority or other governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, except, with respect to clause (B) of this paragraph (V), such violations as would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole or would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the Debentures or the application of the proceeds therefrom; and except that for purposes of this paragraph (V) I do not express any opinion as to any violation of any federal or state securities laws or Blue Sky or insurance securities laws; provided further, that insofar as performance by the Company of its obligations under the Indenture and the Purchase Agreement is concerned, I do not express any opinion as to bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and as to general equity principles.
VI. No consent, approval, authorization, order, registration or qualification of or with any court or insurance regulatory authority or other governmental agency or body having jurisdiction over the Company or any of its subsidiaries is required for the issue and sale of the Debentures or the consummation by the Company of the transactions contemplated by the Purchase Agreement, the Debentures or the Indenture, except such as have been, or will have been obtained under the Securities Act, the Trust Indenture Act and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under the state securities or Blue Sky laws or insurance securities laws in connection with the purchase and distribution of the Debentures by the Underwriters, and except those which, if not obtained, would not have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole.
VII. In so actingThere are no actions, suits or proceedings before or by any government, governmental instrumentality or court, domestic or foreign, now pending or, to my knowledge, threatened, to which the Company or any of its subsidiaries is the subject of a character required under the Federal securities laws to be disclosed in the Registration Statement or Prospectus which are not adequately disclosed in the Registration Statement or Prospectus.
VIII. All descriptions in the Registration Statement of contracts and other documents to which the Company or its subsidiaries are a party are accurate in all material respects; to my knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement or to be filed as exhibits to the Registration Statement or to the documents incorporated by reference to the Registration Statement other than those described or referred to therein or filed or incorporated by reference as exhibits thereto. Except as specifically noted above, I have examined not myself checked the Underwriting Agreementaccuracy or completeness of or otherwise independently verified, and am not passing upon and assume no responsibility for the accuracy or completeness of, the statements contained in the Registration Statement, the Basic Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto. However, in the course of my review and discussion of the contents of the Registration Statement, the Base Prospectus, the Pricing Disclosure Package and the Prospectus and any amendment or supplement thereto with certain officers and employees of the ProspectusCompany and its independent accountants, and have considered such matters of law and of fact, and relied upon such certificates and other information furnished to me, as I have deemed appropriate as a basis for my opinions set forth below. In giving the opinions set forth in this opinion letter, I have assumed the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies. As to matters involving the facts specified therein, I have relied solely, but without independent investigation check or verification, upon nothing has come to my attention that would cause me to believe that:
(i) any part of the representations and warranties Registration Statement, at the time such Registration Statement or any such amendment or supplement became effective, or any amendment or supplement thereto made in prior to the Underwriting Agreement, Closing Time contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(ii) certificates of officers the Pricing Disclosure Package as of the CompanyApplicable Time (as defined in the Purchase Agreement) contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
(iii) the written Prospectus, as of the date of the Prospectus or oral advice as of public officials the Closing Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. I do not express any opinion or belief as to the financial statements or other financial data derived from accounting records contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as to the report of management’s assessment of the effectiveness of internal control over financial reporting or the auditors’ attestation report thereon, each as included in the Registration Statement, the Pricing Disclosure Package or the Prospectus, or as to the statement of the eligibility and (ivqualification of the Trustee under the Indenture. I am admitted to the Bar of the State of Alabama only and the foregoing opinion is limited to the Federal laws of the United States, the laws of the State of Alabama and the General Corporation Law of the State of Delaware and I am expressing no opinion as to the laws of any other jurisdiction.
1) my review of (a) the The Company’s Restated Articles Annual Report on Form 10-K for the year ended December 31, 2011;
2) The Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2012; and
3) The Company’s Current Reports on Form 8-K filed with the Commission on May 14, 2012 and May 15, 2012 (but excluding, with the exception of Incorporation Exhibit 12.1, the May 15, 2012 Form 8-K that was furnished under Item 7.01). Direct dial: 000-000-0000 Facsimile Number: 000-000-0000 Toll Free Number: 000-000-0000 Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. As representatives of the several Underwriters Named in Schedule I(a) to the Purchase Agreement (the “ArticlesRepresentatives”) c/o Wells Fargo Securities, LLC 000 X. Xxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, XX 00000 Re: Protective Life Corporation $[ ] principal amount, [ ]% Subordinated Debentures due May 15, 2042 Ladies and Restated By-Laws (the “Bylaws”), and (b) the Certificate of Formation and Limited Partnership Agreement of The Taubman Realty Group Limited Partnership (the “Operating Partnership”).Gentlemen:
Appears in 1 contract
Additional Documents Incorporated by Reference. None Dolphin Mall Associates Exhibit 12 to the Company’s Current Report on Form 8-K filed with the Commission on August 15, 2012. Xxxxx Fargo Securities, LLC La Cienega Partners Limited Partnership Short Hills AssociatesXxxxxxx Lynch, L.L.C. Txxx-Co Finance Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. As representatives of the several Underwriters Named in Schedule I(a) to the Purchase Agreement (the “Representatives”) c/o Wells Fargo Securities, LLC Taubman Auburn Hills Associates Limited Partnership Taubman Cherry Creek Shopping Center L.L.C. The Taubman Company LLC The Taubman Realty Group Limited Partnership Twelve Oaks Mall LLC Rxxxxx 000 X. Xxxxxxx Lxxx X. Pxxxx XxxxxxxXxxxxx, 0xx Xxxxx Xxxxxxxxx, XX 00000 Attention: Transaction Management Re: Protective Life Corporation [$ ] principal amount, [ . S. Xxxxxxx Dxxxxx X. Dxxxx Exxxx X. Xxxx Sxxxxx X. Xxxx Cxxxx X. Xxxxxx Sxxxxxx X. Xxxxxx Rxxxxx X. Xxxxx Dxxxx X. Xxxxxxx Rxxx Xxxxxxxx Gxxxxx X. Xxxxxxx Jxxxxx X. Xxxxxx Cxxxx X. Xxxxxxx Pxxxx Xxxxxxxx%] Subordinated Debentures due August [ ], Jr. Wxxxxxx X. Xxxxxx Rxxxxx X. Xxxxx 2042 Ladies and Gentlemen: I have acted as counsel to Taubman Centersam Executive Vice President, Inc.Secretary and General Counsel of Protective Life Corporation, a Michigan Delaware corporation (the “Company”), and as such I am delivering this opinion in connection with the public offering of up several purchases today by you and the other Underwriters named in Schedule I(a) to 2,012,500 shares the Purchase Agreement, dated August [ ], 2012 (the “Securities”) of the Company’s Common Stock, par value $0.01 per share (“Common StockPurchase Agreement”), between the Company and you, as representatives of the several Underwriters named therein (the “Underwriters”), of [$ ] aggregate principal amount of [ . %] Subordinated Debentures due August [ ], 2042 (the “Debentures”) issued by the Company pursuant to the Company’s prospectus Subordinated Indenture, dated as of June 141, 2011 1994 (the “Basic ProspectusBase Indenture”), included as supplemented by the Supplemental Indenture No. 10, dated as of August [ ], 2012 (“Supplemental Indenture No. 10”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor indenture trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Company’s Registration Statement Purchase Agreement. In so acting, I or others under my supervision in whom I have confidence have examined (a) the registration statement on Form S-3 (File No. 333-174880175224), as amended or supplemented, including the Incorporated Documents (as defined below) and the information deemed to be part of the registration statement pursuant to Rule 430B (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as supplemented by amended (the prospectus supplements “Securities Act”), (b) the prospectus, dated June 1429, 2011 (the “Pricing Base Prospectus”), (c) the preliminary prospectus supplement dated August [ ], 2012 (together with the Base Prospectus and the Incorporated Documents (as defined below), the “Preliminary Prospectus”) relating to the offering of the Debentures in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, (d) the final prospectus supplement, dated August [ ], 2012 (the “Prospectus Supplement” and, together with the Base Prospectus and June 14the Incorporated Documents (as defined below), 2011 (the “Prospectus”). This opinion letter is provided ) relating to you at the request offering of the Debentures in the form filed by the Company with the Commission pursuant to Section 8(cRule 424(b) of under the Underwriting AgreementSecurities Act, dated (e) the Base Indenture, as of June 14supplemented by Supplemental Indenture No. 10 (together, 2011 the “Indenture”), (f) the Debentures issued pursuant to the Indenture, (g) the documents listed in Schedule A (the “Underwriting AgreementIncorporated Documents”), between (h) the Pricing Disclosure Package (as defined in the Purchase Agreement and hereinafter referred to as the “Pricing Disclosure Package”), and (i) such other corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. I am of the following opinion:
I. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction.
II. The documents incorporated by reference in the Registration Statement and the Prospectus or any further amendment or supplement thereto made by the Company prior to the Closing Time (other than the financial statements and Gxxxxxxrelated notes, Sxxxx & Co. (the “Underwriter”financial statement schedules and other financial data included or incorporated by reference therein as to which I express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and I have no reason to believe that any of such documents, when such documents become effective or were so filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
III. Except as otherwise indicated, capitalized terms used in this opinion letter are defined The Company has an authorized capitalization as set forth in the Underwriting Prospectus; all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and conform in all material respects to the description thereof in the Prospectus; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company.
IV. Each subsidiary of Protective Life Corporation has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole or would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the Debentures; except as otherwise disclosed in the Pricing Prospectus or as would not have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole and would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the Debentures, all of the issued and outstanding capital stock of each subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and, to my knowledge, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; to my knowledge, none of the outstanding shares of capital stock of any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary except where such violation would not have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole or would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the Debentures.
V. The issue and sale of the Debentures and the compliance by the Company with all of the provisions of the Debentures, the Indenture and the Purchase Agreement (including the consummation of the transactions therein contemplated and the use of the proceeds from the sale of the Debentures as described in the Prospectus under the caption “Use of Proceeds”) and the compliance by the Company with all of its obligations under the Purchase Agreement do not and will not, whether with or without the giving of notice or lapse of time or both (i) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, any contract, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to me to which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except, in all such cases, for such conflicts, breaches, violations, defaults, Repayment Events, liens, charges or encumbrances as would not reasonably be expected to have a material adverse effect on the financial condition of the Company and its subsidiaries taken as a whole and would not have a material adverse effect on the issuance or sale of the Debentures or the application of the proceeds therefrom, or (ii) result in any violation of the provisions of (A) the Certificate of Incorporation or Bylaws of the Company or any of its subsidiaries or (B) any statute known to me to be applicable to the Company or any of its subsidiaries or any of their respective properties, or any order, rule or regulation known to me of any court or insurance regulatory authority or other governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, except, with respect to clause (B) of this paragraph (V), such violations as would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole or would not affect the validity of or otherwise have a material adverse effect on the issuance or sale of the Debentures or the application of the proceeds therefrom; and except that for purposes of this paragraph (V) I do not express any opinion as to any violation of any federal or state securities laws or Blue Sky or insurance securities laws; provided further, that insofar as performance by the Company of its obligations under the Indenture and the Purchase Agreement is concerned, I do not express any opinion as to bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and as to general equity principles.
VI. No consent, approval, authorization, order, registration or qualification of or with any court or insurance regulatory authority or other governmental agency or body having jurisdiction over the Company or any of its subsidiaries is required for the issue and sale of the Debentures or the consummation by the Company of the transactions contemplated by the Purchase Agreement, the Debentures or the Indenture, except such as have been, or will have been obtained under the Securities Act, the Trust Indenture Act and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under the state securities or Blue Sky laws or insurance securities laws in connection with the purchase and distribution of the Debentures by the Underwriters, and except those which, if not obtained, would not have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries taken as a whole.
VII. In so actingThere are no actions, suits or proceedings before or by any government, governmental instrumentality or court, domestic or foreign, now pending or, to my knowledge, threatened, to which the Company or any of its subsidiaries is the subject of a character required under the Federal securities laws to be disclosed in the Registration Statement or Prospectus which are not adequately disclosed in the Registration Statement or Prospectus.
VIII. All descriptions in the Registration Statement of contracts and other documents to which the Company or its subsidiaries are a party are accurate in all material respects; to my knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement or to be filed as exhibits to the Registration Statement or to the documents incorporated by reference to the Registration Statement other than those described or referred to therein or filed or incorporated by reference as exhibits thereto. Except as specifically noted above, I have examined not myself checked the Underwriting Agreementaccuracy or completeness of or otherwise independently verified, and am not passing upon and assume no responsibility for the accuracy or completeness of, the statements contained in the Registration Statement, the Basic Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto. However, in the course of my review and discussion of the contents of the Registration Statement, the Base Prospectus, the Pricing Disclosure Package and the Prospectus and any amendment or supplement thereto with certain officers and employees of the ProspectusCompany and its independent accountants, and have considered such matters of law and of fact, and relied upon such certificates and other information furnished to me, as I have deemed appropriate as a basis for my opinions set forth below. In giving the opinions set forth in this opinion letter, I have assumed the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies. As to matters involving the facts specified therein, I have relied solely, but without independent investigation check or verification, upon nothing has come to my attention that would cause me to believe that:
(i) any part of the representations and warranties Registration Statement, at the time such Registration Statement or any such amendment or supplement became effective, or any amendment or supplement thereto made in prior to the Underwriting Agreement, Closing Time contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(ii) certificates of officers the Pricing Disclosure Package as of the CompanyApplicable Time (as defined in the Purchase Agreement) contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
(iii) the written Prospectus, as of the date of the Prospectus or oral advice as of public officials the Closing Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. I do not express any opinion or belief as to the financial statements or other financial data derived from accounting records contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as to the report of management’s assessment of the effectiveness of internal control over financial reporting or the auditors’ attestation report thereon, each as included in the Registration Statement, the Pricing Disclosure Package or the Prospectus, or as to the statement of the eligibility and (ivqualification of the Trustee under the Indenture. I am admitted to the Bar of the State of Alabama only and the foregoing opinion is limited to the Federal laws of the United States, the laws of the State of Alabama and the General Corporation Law of the State of Delaware and I am expressing no opinion as to the laws of any other jurisdiction. Very truly yours, Xxxxxxx X. Xxxx
1) my review of (a) the The Company’s Restated Articles Annual Report on Form 10-K for the year ended December 31, 2011;
2) The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012; and
3) The Company’s Current Reports on Form 8-K filed with the Commission on May 14, 2012, May 15, 2012 (excluding the information furnished under Item 7.01), May 18, 2012, May 22, 2012, May 31, 2012, July 23, 2012, and August 15, 2012 (excluding the information furnished under Item 7.01). Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. As representatives of Incorporation the several Underwriters Named in Schedule I(a) to the Purchase Agreement (the “ArticlesRepresentatives”) c/o Wells Fargo Securities, LLC 000 X. Xxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, XX 00000 Attention: Transaction Management Re: Protective Life Corporation [$ ] principal amount, [ . %] Subordinated Debentures due August [ ], 2042 Ladies and Restated By-Laws (the “Bylaws”), and (b) the Certificate of Formation and Limited Partnership Agreement of The Taubman Realty Group Limited Partnership (the “Operating Partnership”).Gentlemen:
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