Other Company Contracts. Senior Indenture dated as of July 15, 1993 by and between the Company and The Bank of New York Trust Company, N.A., as Trustee. First Supplemental Indenture dated as of June 29, 1999 by and between the Company and The Bank of New York Trust Company, N.A., as Trustee. Guarantee Agreement dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A., as Guarantee Trustee. Second Amended and Restated Trust Agreement dated as of October 5, 2007 by and among the Company, The Bank of New York Trust Company, N.A., as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the Administrative Trustees named therein. Junior Subordinated Indenture dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A, as Trustee. First Supplemental Indenture dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A, as Trustee. Replacement Capital Covenant of the Company dated as of October 5, 2007. Senior Indenture dated as of June 5, 2009 by and between the Company and The Bank of New York Mellon Trust Company, N.A. First Supplemental Indenture dated as of June 5, 2009 by and between the Company and The Bank of New York Mellon Trust Company, N.A. Credit Agreement (364-Day Commitment) dated as of June 11, 2010, between the Company and the financial institutions listed therein. X.X. Xxxxxx Securities Inc. as Representative of the several Underwriters named in the Agreement (defined below) c/o X.X. Xxxxxx Securities Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Underwritten Public Offering of $600,000,000 4.45% Senior Notes due 2020 of The Xxxxxxx Xxxxxx Corporation Ladies and Gentlemen: I am Vice President and Associate General Counsel of The Xxxxxxx Xxxxxx Corporation, a Delaware corporation (the “Company”). This opinion is rendered to you at the request of the Company pursuant to Section 6(b) of the Underwriting Agreement dated July 19, 2010 (the “Agreement”), by and among you and the Company regarding the purchase by you of $600,000,000 4.45% Senior Notes due 2020 of The Xxxxxxx Xxxxxx Corporation. Capitalized terms used, but not defined herein, have the same meanings given them in the Agreement. I have examined the Company’s Registration Statement on Form S-3 (File No. 333-156152) (the “Registration Statement”), the Prospectus Supplement, the Disclosure Package, the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2009, the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2010 and the Company’s current report on Form 8-K filed on January 21, 2010, February 2, 2010, March 16, 2010, and May 18, 2010. In addition, I have examined the certificates of incorporation and bylaws of the Company, Xxxxxxx Xxxxxx & Co., Inc. (“Schwab”), Xxxxxx Holdings, Inc. (“Schwab Holdings”), Xxxxxxx Xxxxxx Investment Management, Inc. (“CSIM”), and Xxxxxxx Xxxxxx Bank (“Xxxxxx Bank”), and such corporate records, certificates and other documents (of which I am aware) and such questions of law as I have considered necessary or appropriate for the purposes of rendering the opinions that follow. In giving the opinions that follow I have relied as to matters of fact without investigation, to the extent I deemed proper, upon certificates from officers of the Company and certain of its affiliates, and certificates, telegrams, facsimiles, and other documents from, and oral conversations with, public officials. I have assumed without investigation the authenticity of each document submitted to me as an original, the conformity to the originals of each document submitted to me as a copy, the authenticity of the originals of such latter documents, the genuineness of all signatures, and the legal capacity of all natural persons. Based on and subject to the foregoing, it is my opinion that:
Appears in 2 contracts
Samples: Underwriting Agreement (Schwab Charles Corp), Underwriting Agreement (Schwab Charles Corp)
Other Company Contracts. Senior Indenture dated as of July 15, 1993 by and between the Company and The Bank of New York Trust Company, N.A., as Trustee. First Supplemental Indenture dated as of June 29, 1999 by and between the Company and The Bank of New York Trust Company, N.A., as Trustee. Guarantee Agreement dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A., as Guarantee Trustee. Second Amended and Restated Trust Agreement dated as of October 5, 2007 by and among the Company, The Bank of New York Trust Company, N.A., as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the Administrative Trustees named therein. Junior Subordinated Indenture dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.AN.A., as Trustee. First Supplemental Indenture dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.AN.A., as Trustee. Replacement Capital Covenant of the Company dated as of October 5, 2007. Senior Indenture dated as of June 5, 2009 by and between the Company and The Bank of New York Mellon Trust Company, N.A. First Supplemental Indenture dated as of June 5, 2009 by and between the Company and The Bank of New York Mellon Trust Company, N.A. Credit Agreement (364-Day Commitment) Second Supplemental Indenture dated as of June 11July 22, 2010, 2010 by and between the Company and the financial institutions listed therein. X.X. The Bank of New York Mellon Trust Company, N.A. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated UBS Securities Inc. LLC Xxxxx Fargo Securities, LLC as Representative Representatives of the several Underwriters named in Schedule A of the Underwriting Agreement (defined below) c/o X.X. Xxxxxx Securities Citigroup Global Markets Inc. 000 Xxxxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o UBS Securities LLC 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000 c/o Wells Fargo Securities, LLC 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Re: Underwritten Public Offering of $600,000,000 4.45[ ] Depositary Shares, Each Representing a 1/40th Interest in a Share of [ ]% Senior Notes due 2020 Non-Cumulative Perpetual Preferred Stock, Series B of The Xxxxxxx Xxxxxx Corporation Ladies and Gentlemen: I am Vice President and Associate General Counsel of The Xxxxxxx Xxxxxx Corporation, a Delaware corporation (the “Company”). This opinion is rendered to you at the request of the Company pursuant to Section 6(b) of the Underwriting Agreement dated July 19May 30, 2010 2012 (the “Agreement”), by and among you and the Company regarding the purchase by you of $600,000,000 4.45[ ] depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the [ ]% Senior Notes due 2020 Non-Cumulative Perpetual Preferred Stock, Series B of The Xxxxxxx Xxxxxx Corporation. Capitalized terms used, but not defined herein, have the same meanings given them in the Agreement. I have examined the Company’s Registration Statement on Form S-3 (File No. 333-156152178525) (the “Registration Statement”), the Prospectus Supplement, the Disclosure Package, the Company’s annual report on Form 10-K for the fiscal year ended December 31, 20092011, the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2010 2012, and the Company’s current report reports on Form 8-K filed on January 2126, 20102012, February 2, 20102012, March 1613, 2010, 2012 and May 1822, 20102012. In addition, I have examined the certificates of incorporation and bylaws of the Company, Xxxxxxx Xxxxxx & Co., Inc. (“Schwab”), Xxxxxx Holdings, Inc. (“Schwab Holdings”), Xxxxxxx Xxxxxx Investment Management, Inc. (“CSIM”), and Xxxxxxx Xxxxxx Bank (“Xxxxxx Bank”), and such corporate records, certificates and other documents (of which I am aware) and such questions of law as I have considered necessary or appropriate for the purposes of rendering the opinions that follow. In giving the opinions that follow I have relied as to matters of fact without investigation, to the extent I deemed proper, upon certificates from officers of the Company and certain of its affiliates, and certificates, telegrams, facsimiles, and other documents from, and oral conversations with, public officials. I have assumed without investigation the authenticity of each document submitted to me as an original, the conformity to the originals of each document submitted to me as a copy, the authenticity of the originals of such latter documents, the genuineness of all signatures, and the legal capacity of all natural persons. Based on and subject to the foregoing, it is my opinion that:
Appears in 1 contract
Other Company Contracts. Senior Indenture dated as of July 15, 1993 by and between the Company and The Bank of New York Trust Company, N.A., as Trustee. First Supplemental Indenture dated as of June 29, 1999 by and between the Company and The Bank of New York Trust Company, N.A., as Trustee. Guarantee Agreement dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A., as Guarantee Trustee. Second Amended and Restated Trust Agreement dated as of October 5, 2007 by and among the Company, The Bank of New York Trust Company, N.A., as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the Administrative Trustees named therein. Junior Subordinated Indenture dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A, as Trustee. First Supplemental Indenture dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A, as Trustee. Replacement Capital Covenant of the Company dated as of October 5, 2007. Senior Indenture dated as of June 5, 2009 by and between the Company and The Bank of New York Mellon Trust Company, N.A. First N.A., as Trustee. Second Supplemental Indenture dated as of June 5July 22, 2009 2010 by and between the Company and The Bank of New York Mellon Trust Company, N.A. Credit Agreement (364-Day Commitment) N.A., as Trustee. Exchange and Registration Rights Agreement, dated August 27, 2012, by and among the Company and Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. and Xxxxx Fargo Securities, LLC. Third Supplemental Indenture dated as of June 11August 27, 20102012 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Sixth Supplemental Indenture dated as of March 10, 2015 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Deposit Agreement, dated August 3, 2015, between the Company and Xxxxx Fargo Bank, N.A., as Depositary (including the financial institutions listed thereinform of Depositary Share Receipt attached as Exhibit A thereto). X.X. Xxxxxx Seventh Supplemental Indenture dated as of November 13, 2015 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Deposit Agreement, dated March 7, 2016, between the Company and Xxxxx Fargo Bank, N.A., as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto). Deposit Agreement, dated October 31, 2016, between the Company and Xxxxx Fargo Bank, N.A., as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto). Eighth Supplemental Indenture dated as of March 2, 2017 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Deposit Agreement, dated October 31, 2017, between the Company and Xxxxx Fargo Bank, N.A., as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto). Ninth Supplemental Indenture dated as of November 30, 2017 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Tenth Supplemental Indenture dated as of December 7, 2017 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Eleventh Supplemental Indenture dated as of May 22, 2018 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Twelfth Supplemental Indenture dated as of October 31, 2018 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Credit Suisse Securities (USA) LLC BofA Securities, Inc. Citigroup Global Markets Inc. as Representative Representatives of the several Underwriters named in Schedule A to the Underwriting Agreement (defined below) c/o X.X. Credit Suisse Securities (USA) LLC 00 Xxxxxxx Xxxxxx Securities Xxx Xxxx, Xxx Xxxx 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 • Re: Underwritten Public Offering of $600,000,000 of 3.250% Senior Notes due 2029 of The Xxxxxxx Xxxxxx Corporation Ladies and Gentlemen: We have acted as special legal counsel to The Xxxxxxx Xxxxxx Corporation, a Delaware corporation (the “Company”), with respect to certain matters in connection with the sale today to the Underwriters of $600,000,000 principal amount of 3.250% Senior Notes due 2029 (the “Securities”) issued by the Company, pursuant to that certain Underwriting Agreement dated May 20, 2019 by and among the Company and the several Underwriters named in Schedule A thereto (the “Underwriting Agreement”). Except as otherwise specified, all capitalized terms used herein have the same meanings given to them in the Underwriting Agreement. This letter is furnished pursuant to Section 6(a) of the Underwriting Agreement. In connection with the preparation of the Registration Statement (including, for the avoidance of doubt, the Pre-Pricing Prospectus and the Prospectus), we have participated in conferences with officers and other representatives of the Company, including representatives of the independent public accountants of the Company, and representatives of the Underwriters, including their counsel, at which conferences the contents of the Registration Statement were discussed (except that the Underwriters and their counsel did not participate in any such conferences at the time of the preparation and filing of the registration statement on Form S-3 (File No. 333-222063) filed by the Company with the Commission on December 14, 2017). Although we have not independently verified, are not passing upon and do not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement (including, for the avoidance of doubt, the Pre-Pricing Prospectus and the Prospectus) or any amendments or supplements thereto (except to the extent set forth in paragraphs 8 and 12 of our opinion letter to you of even date herewith), on the basis of the foregoing, nothing has come to our attention that causes us to believe that (i) as of the Effective Time, the Registration Statement 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, (ii) as of the Applicable Time, the Disclosure Package contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) as of its date or as of the date hereof, the Prospectus contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, however, that we express no view as to (a) any financial statements, schedules and notes and other financial and statistical information derived therefrom and included in any of the foregoing, (b) any Statement of Eligibility (Form T-1) under the Trust Indenture Act, or (c) the representations and warranties contained in any exhibit to (i) the Registration Statement, or (ii) any document incorporated by reference into the Disclosure Package or the Prospectus Supplement. Notwithstanding anything in this letter to the contrary, the statement set forth above is made only as of the date hereof. We disclaim any obligation to update this letter and express no view as to the effect of events occurring or circumstances arising after the date hereof on the matters addressed in this letter, and we assume no responsibility to inform you of additional or changed facts of which we may become aware. The statement set forth above is expressly limited to the matters stated. No view is implied or may be inferred beyond what is explicitly stated in this letter. This letter is furnished solely for your benefit in connection with the transactions contemplated by the Underwriting Agreement and may not be relied upon by any other person or entity. Copies of this letter may not be circulated or furnished to any other person or entity and this letter may not be referred to in any report or document furnished to any other person or entity, without our prior written consent. Very truly yours, Credit Suisse Securities (USA) LLC BofA Securities, Inc. Citigroup Global Markets Inc. as Representatives of the several Underwriters named in Schedule A to the Underwriting Agreement c/o Credit Suisse Securities (USA) LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Underwritten Public Offering of $600,000,000 4.45of 3.250% Senior Notes due 2020 2029 of The Xxxxxxx Xxxxxx Corporation Ladies and Gentlemen: I am Vice President and Associate General Counsel of The Xxxxxxx Xxxxxx Corporation, a Delaware corporation (the “Company”). This opinion is rendered to you at the request of the Company pursuant to Section 6(b) of the Underwriting Agreement dated July 19May 20, 2010 2019 (the “Agreement”), by and among you and the Company regarding the purchase by you of $600,000,000 4.45principal amount of 3.250% Senior Notes due 2020 2029 of The Xxxxxxx Xxxxxx Corporation. Capitalized terms used, but not defined herein, have the same meanings given them in the Agreement. I have examined the Company’s Registration Statement on Form S-3 (File No. 333-156152222063) (the “Registration Statement”), the Prospectus Supplement, the Disclosure Package, the Company’s annual report on Form 10-K for the fiscal year ended December 31, 20092018, the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2010 2019 and the Company’s current report on Form 8-K filed on January 21, 2010, February 2, 2010, March May 16, 2010, and May 18, 20102019. In addition, I have examined the certificates of incorporation and bylaws of the Company, Xxxxxxx Xxxxxx & Co., Inc. (“Schwab”), Xxxxxx Holdings, Inc. (“Schwab Holdings”), Xxxxxxx Xxxxxx Investment Management, Inc. (“CSIM”), and Xxxxxxx Xxxxxx Bank (“Xxxxxx Bank”), and such corporate records, certificates and other documents (of which I am aware) and such questions of law as I have considered necessary or appropriate for the purposes of rendering the opinions that follow. In giving the opinions that follow I have relied as to matters of fact without investigation, to the extent I deemed proper, upon certificates from officers of the Company and certain of its affiliates, and certificates, telegrams, facsimiles, and other documents from, and oral conversations with, public officials. I have assumed without investigation the authenticity of each document submitted to me as an original, the conformity to the originals of each document submitted to me as a copy, the authenticity of the originals of such latter documents, the genuineness of all signatures, and the legal capacity of all natural persons. Based on and subject to the foregoing, it is my opinion that:
Appears in 1 contract
Other Company Contracts. Senior Indenture dated as of July 15, 1993 by and between the Company and The Bank of New York Trust Company, N.A., as Trustee. First Supplemental Indenture dated as of June 29, 1999 by and between the Company and The Bank of New York Trust Company, N.A., as Trustee. Guarantee Agreement dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A., as Guarantee Trustee. Second Amended and Restated Trust Agreement dated as of October 5, 2007 by and among the Company, The Bank of New York Trust Company, N.A., as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the Administrative Trustees named therein. Junior Subordinated Indenture dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A, as Trustee. First Supplemental Indenture dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A, as Trustee. Replacement Capital Covenant of the Company dated as of October 5, 2007. Senior Indenture dated as of June 5, 2009 by and between the Company and The Bank of New York Mellon Trust Company, N.A. First Supplemental Indenture dated as of June 5, 2009 by and between the Company and The Bank of New York Mellon Trust Company, N.A. Credit Agreement (364-Day Commitment) Second Supplemental Indenture dated as of June 11July 22, 2010, 2010 by and between the Company and the financial institutions listed therein. The Bank of New York Mellon Trust Company, N.A. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. LLC as Representative Representatives of the several Underwriters named in Schedule A of the Underwriting Agreement c/o Credit Suisse Securities (defined belowUSA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o X.X. Xxxxxx Securities Inc. LLC 000 Xxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Re: Underwritten Public Offering of $600,000,000 4.45% Senior Notes due 2020 400,000 Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A of The Xxxxxxx Xxxxxx Corporation Ladies and Gentlemen: I am Vice President and Associate General Counsel of The Xxxxxxx Xxxxxx Corporation, a Delaware corporation (the “Company”). This opinion is rendered to you at the request of the Company pursuant to Section 6(b) of the Underwriting Agreement dated July 19January 23, 2010 2012 (the “Agreement”), by and among you and the Company regarding the purchase by you of $600,000,000 4.45% Senior Notes due 2020 400,000 shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A of The Xxxxxxx Xxxxxx Corporation. Capitalized terms used, but not defined herein, have the same meanings given them in the Agreement. I have examined the Company’s Registration Statement on Form S-3 (File No. 333-156152178525) (the “Registration Statement”), the Prospectus Supplement, the Disclosure Package, the Company’s annual report on Form 10-K for the fiscal year ended December 31, 20092010, the Company’s quarterly report reports on Form 10-Q for the quarter quarters ended March 31, 2010 2011, June 30, 2011 and September 30, 2011, and the Company’s current report reports on Form 8-K filed on January 18, 2011, March 21, 20102011, February 2May 9, 20102011, March 16May 23, 20102011 and September 1, and May 18, 20102011. In addition, I have examined the certificates of incorporation and bylaws of the Company, Xxxxxxx Xxxxxx & Co., Inc. (“Schwab”), Xxxxxx Holdings, Inc. (“Schwab Holdings”), Xxxxxxx Xxxxxx Investment Management, Inc. (“CSIM”), and Xxxxxxx Xxxxxx Bank (“Xxxxxx Bank”), and such corporate records, certificates and other documents (of which I am aware) and such questions of law as I have considered necessary or appropriate for the purposes of rendering the opinions that follow. In giving the opinions that follow I have relied as to matters of fact without investigation, to the extent I deemed proper, upon certificates from officers of the Company and certain of its affiliates, and certificates, telegrams, facsimiles, and other documents from, and oral conversations with, public officials. I have assumed without investigation the authenticity of each document submitted to me as an original, the conformity to the originals of each document submitted to me as a copy, the authenticity of the originals of such latter documents, the genuineness of all signatures, and the legal capacity of all natural persons. Based on and subject to the foregoing, it is my opinion that:
Appears in 1 contract
Other Company Contracts. Senior Indenture dated as of July 15, 1993 by and between the Company and The Bank of New York Trust Company, N.A., as Trustee. First Supplemental Indenture dated as of June 29, 1999 by and between the Company and The Bank of New York Trust Company, N.A., as Trustee. Guarantee Agreement dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A., as Guarantee Trustee. Second Amended and Restated Trust Agreement dated as of October 5, 2007 by and among the Company, The Bank of New York Trust Company, N.A., as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the Administrative Trustees named therein. Junior Subordinated Indenture dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A, as Trustee. First Supplemental Indenture dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A, as Trustee. Replacement Capital Covenant of the Company dated as of October 5, 2007. Senior Indenture dated as of June 5, 2009 by and between the Company and The Bank of New York Mellon Trust Company, N.A. First Supplemental Indenture dated as of June 5, 2009 by and between the Company and The Bank of New York Mellon Trust Company, N.A. Credit Agreement (364-Day Commitment) dated as of June 11, 2010, between the Company and the financial institutions listed therein. X.X. Xxxxxx Securities Inc. as Representative of the several Underwriters named in the Agreement (defined below) c/o X.X. Xxxxxx Securities Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Underwritten Public Offering of $600,000,000 100,000,000 4.45% Senior Notes due 2020 of The Xxxxxxx Xxxxxx Corporation Ladies and Gentlemen: I am Vice President and Associate General Counsel of The Xxxxxxx Xxxxxx Corporation, a Delaware corporation (the “Company”). This opinion is rendered to you at the request of the Company pursuant to Section 6(b) of the Underwriting Agreement dated July 19August 5, 2010 (the “Agreement”), by and among you and the Company regarding the purchase by you of $600,000,000 100,000,000 4.45% Senior Notes due 2020 of The Xxxxxxx Xxxxxx Corporation. Capitalized terms used, but not defined herein, have the same meanings given them in the Agreement. I have examined the Company’s Registration Statement on Form S-3 (File No. 333-156152) (the “Registration Statement”), the Prospectus Supplement, the Disclosure Package, the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2009, the Company’s quarterly report reports on Form 10-Q for the quarter ended March 31, 2010 and the quarter ended June 30, 2010, and the Company’s current report reports on Form 8-K filed on January 21, 2010, February 2, 2010, March 16, 2010, and May 18, 2010 and July 22, 2010 (as amended by the Company’s current report on Form 8-K/A filed on August 4, 2010). In addition, I have examined the certificates of incorporation and bylaws of the Company, Xxxxxxx Xxxxxx & Co., Inc. (“Schwab”), Xxxxxx Holdings, Inc. (“Schwab Holdings”), Xxxxxxx Xxxxxx Investment Management, Inc. (“CSIM”), and Xxxxxxx Xxxxxx Bank (“Xxxxxx Bank”), and such corporate records, certificates and other documents (of which I am aware) and such questions of law as I have considered necessary or appropriate for the purposes of rendering the opinions that follow. In giving the opinions that follow I have relied as to matters of fact without investigation, to the extent I deemed proper, upon certificates from officers of the Company and certain of its affiliates, and certificates, telegrams, facsimiles, and other documents from, and oral conversations with, public officials. I have assumed without investigation the authenticity of each document submitted to me as an original, the conformity to the originals of each document submitted to me as a copy, the authenticity of the originals of such latter documents, the genuineness of all signatures, and the legal capacity of all natural persons. Based on and subject to the foregoing, it is my opinion that:
Appears in 1 contract
Other Company Contracts. Senior Indenture dated as of July 15, 1993 by and between the Company and The Bank of New York Trust Company, N.A., as Trustee. First Supplemental Indenture dated as of June 29, 1999 by and between the Company and The Bank of New York Trust Company, N.A., as Trustee. Guarantee Agreement dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A., as Guarantee Trustee. Second Amended and Restated Trust Agreement dated as of October 5, 2007 by and among the Company, The Bank of New York Trust Company, N.A., as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the Administrative Trustees named therein. Junior Subordinated Indenture dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A, as Trustee. First Supplemental Indenture dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A, as Trustee. Replacement Capital Covenant of the Company dated as of October 5, 2007. Senior Indenture dated as of June 5, 2009 by and between the Company and The Bank of New York Mellon Trust Company, N.A. First N.A., as Trustee. Deposit Agreement, dated June 6, 2012, between the Company and Xxxxx Fargo Bank, N.A., as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto). Second Supplemental Indenture dated as of June 5July 22, 2009 2010 by and between the Company and The Bank of New York Mellon Trust Company, N.A. N.A., as Trustee. Exchange and Registration Rights Agreement, dated August 27, 2012, by and among the Company and Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. and Xxxxx Fargo Securities, LLC. Third Supplemental Indenture dated as of August 27, 2012 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Fourth Supplemental Indenture dated as of December 6, 2012 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Fifth Supplemental Indenture dated as of July 25, 2013 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Sixth Supplemental Indenture dated as of March 10, 2015 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Credit Agreement (364-Day Commitment) dated as of June 115, 20102015, between the Company and the financial institutions listed therein. X.X. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC UBS Securities Inc. LLC Xxxxx Fargo Securities, LLC as Representative Representatives of the several Underwriters named in Schedule A of the Underwriting Agreement (defined below) c/o X.X. Merrill Lynch, Pierce, Xxxxxx Securities Inc. 000 Xxxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o UBS Securities LLC 1285 Avenue of the Americas Xxx Xxxx, XX 00000 c/o Wells Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Re: Underwritten Public Offering of $600,000,000 4.45[•] Depositary Shares, Each Representing a 1/40th Interest in a Share of [•]% Non-Cumulative Perpetual Preferred Stock, Series C of The Xxxxxxx Xxxxxx Corporation Ladies and Gentlemen: We have acted as special legal counsel to The Xxxxxxx Xxxxxx Corporation, a Delaware corporation (the “Company”), with respect to certain matters in connection with the sale today to the Underwriters of [•] depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the [•]% Non-Cumulative Perpetual Preferred Stock, Series C of the Company (the “Series C Preferred Stock,” and together with the Depositary Shares, the “Securities”), pursuant to that certain Underwriting Agreement dated July 27, 2015 by and among the Company and the several Underwriters named in Schedule A thereto (the “Underwriting Agreement”). Except as otherwise specified, all capitalized terms used herein have the same meanings given to them in the Underwriting Agreement. This letter is furnished pursuant to Section 6(a) of the Underwriting Agreement. In connection with the preparation of the Registration Statement (including, for the avoidance of doubt, the Pre-Pricing Prospectus and the Prospectus), we have participated in conferences with officers and other representatives of the Company, including representatives of the independent public accountants of the Company, and representatives of the Underwriters, including their counsel, at which conferences the contents of the Registration Statement were discussed (except that the Underwriters and their counsel did not participate in any such conferences at the time of the preparation and filing of the registration statement on Form S-3 (File No. 333-200939) filed by the Company with the Commission on December 15, 2014). Although we have not independently verified, are not passing upon and do not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement (including, for the avoidance of doubt, the Pre-Pricing Prospectus and the Prospectus) or any amendments or supplements thereto (except to the extent set forth in paragraphs 10 and 11 of our opinion letter to you of even date herewith), on the basis of the foregoing, nothing has come to our attention that causes us to believe that (i) as of the Effective Time, the Registration Statement 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, (ii) as of the Applicable Time, the Disclosure Package contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) as of its date or as of the date hereof, the Prospectus contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, however, that we express no view as to (a) any financial statements, schedules and notes and other financial and statistical information derived therefrom and included in any of the foregoing, or (b) the representations and warranties contained in any exhibit to (i) the Registration Statement, or (ii) any document incorporated by reference into the Disclosure Package or the Prospectus Supplement. Notwithstanding anything in this letter to the contrary, the statement set forth above is made only as of the date hereof. We disclaim any obligation to update this letter and express no view as to the effect of events occurring or circumstances arising after the date hereof on the matters addressed in this letter, and we assume no responsibility to inform you of additional or changed facts of which we may become aware. The statement set forth above is expressly limited to the matters stated. No view is implied or may be inferred beyond what is explicitly stated in this letter. This letter is furnished solely for your benefit in connection with the transactions contemplated by the Underwriting Agreement and may not be relied upon by any other person or entity. Copies of this letter may not be circulated or furnished to any other person or entity and this letter may not be referred to in any report or document furnished to any other person or entity, without our prior written consent. Very truly yours, XXXXXX & XXXXXX LLP By: Xxxxxx X. Xxxxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC UBS Securities LLC Xxxxx Fargo Securities, LLC as Representatives of the several Underwriters named in Schedule A of the Underwriting Agreement c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o UBS Securities LLC 1285 Avenue of the Americas Xxx Xxxx, XX 00000 c/o Wells Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Re: Underwritten Public Offering of [●] Depositary Shares, Each Representing a 1/40th Interest in a Share of [●]% Senior Notes due 2020 Non-Cumulative Perpetual Preferred Stock, Series C of The Xxxxxxx Xxxxxx Corporation Ladies and Gentlemen: I am Vice President and Associate General Counsel of The Xxxxxxx Xxxxxx Corporation, a Delaware corporation (the “Company”). This opinion is rendered to you at the request of the Company pursuant to Section 6(b) of the Underwriting Agreement dated July 1927, 2010 2015 (the “Agreement”), by and among you and the Company regarding the purchase by you of $600,000,000 4.45% Senior Notes due 2020 [●] depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the [•]% Non-Cumulative Perpetual Preferred Stock, Series C of The Xxxxxxx Xxxxxx Corporation. Capitalized terms used, but not defined herein, have the same meanings given them in the Agreement. I have examined the Company’s Registration Statement on Form S-3 (File No. 333-156152200939) (the “Registration Statement”), the Prospectus Supplement, the Disclosure Package, the Company’s annual report on Form 10-K for the fiscal year ended December 31, 20092014, the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2010 2015, and the Company’s current report reports on Form 8-K filed on January 21February 3, 2010, February 2, 20102015, March 1610, 2010, 2015 and May 1819, 20102015. In addition, I have examined the certificates of incorporation and bylaws of the Company, Xxxxxxx Xxxxxx & Co., Inc. (“Schwab”), Xxxxxx Holdings, Inc. (“Schwab Holdings”), Xxxxxxx Xxxxxx Investment Management, Inc. (“CSIM”), and Xxxxxxx Xxxxxx Bank (“Xxxxxx Bank”), and such corporate records, certificates and other documents (of which I am aware) and such questions of law as I have considered necessary or appropriate for the purposes of rendering the opinions that follow. In giving the opinions that follow I have relied as to matters of fact without investigation, to the extent I deemed proper, upon certificates from officers of the Company and certain of its affiliates, and certificates, telegrams, facsimiles, and other documents from, and oral conversations with, public officials. I have assumed without investigation the authenticity of each document submitted to me as an original, the conformity to the originals of each document submitted to me as a copy, the authenticity of the originals of such latter documents, the genuineness of all signatures, and the legal capacity of all natural persons. Based on and subject to the foregoing, it is my opinion that:
Appears in 1 contract
Other Company Contracts. Senior Indenture dated as of July 15, 1993 by and between the Company and The Bank of New York Trust Company, N.A., as Trustee. First Supplemental Indenture dated as of June 29, 1999 by and between the Company and The Bank of New York Trust Company, N.A., as Trustee. Guarantee Agreement dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A., as Guarantee Trustee. Second Amended and Restated Trust Agreement dated as of October 5, 2007 by and among the Company, The Bank of New York Trust Company, N.A., as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the Administrative Trustees named therein. Junior Subordinated Indenture dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A, as Trustee. First Supplemental Indenture dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A, as Trustee. Replacement Capital Covenant of the Company dated as of October 5, 2007. Senior Indenture dated as of June 5, 2009 by and between the Company and The Bank of New York Mellon Trust Company, N.A. First Supplemental Indenture dated as of June 5, 2009 by and between the Company and The Bank of New York Mellon Trust Company, N.A. Credit Agreement (364-Day Commitment) Deposit Agreement, dated as of June 116, 20102012, between the Company and Xxxxx Fargo Bank, N.A., as Depositary (including the financial institutions listed thereinform of Depositary Share Receipt attached as Exhibit A thereto). X.X. Xxxxxx Securities Inc. Second Supplemental Indenture dated as Representative of July 22, 2010 by and between the Company and The Bank of New York Mellon Trust Company, N.A. Exchange and Registration Rights Agreement, dated August 27, 2012, by and among the Company and Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. and Xxxxx Fargo Securities, LLC. Third Supplemental Indenture dated as of August 27, 2012 by and between the Company and The Bank of New York Mellon Trust Company, N.A. Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. as Representatives of the several Underwriters named in Schedule A to the Underwriting Agreement (defined below) c/o X.X. Xxxxxx Securities Citigroup Global Markets Inc. 000 Xxxxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Goldman, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Underwritten Public Offering of $600,000,000 4.45350,000,000 of 0.850% Senior Notes due 2020 2015 of The Xxxxxxx Xxxxxx Corporation Ladies and Gentlemen: We have acted as special legal counsel to The Xxxxxxx Xxxxxx Corporation, a Delaware corporation (the “Company”), with respect to certain matters in connection with the sale today to the Underwriters of $350,000,000 principal amount of 0.850% Senior Notes due 2015 (the “Securities”) issued by the Company, pursuant to that certain Underwriting Agreement dated December 3, 2012 by and among the Company and the several Underwriters named in Schedule A thereto (the “Underwriting Agreement”). Except as otherwise specified, all capitalized terms used herein have the same meanings given to them in the Underwriting Agreement. This letter is furnished pursuant to Section 6(a) of the Underwriting Agreement. In connection with the preparation of the Registration Statement (including, for the avoidance of doubt, the Pre-Pricing Prospectus and the Prospectus), we have participated in conferences with officers and other representatives of the Company, including representatives of the independent public accountants of the Company, and representatives of the Underwriters, including their counsel, at which conferences the contents of the Registration Statement were discussed (except that the Underwriters and their counsel did not participate in any such conferences at the time of the preparation and filing of the registration statement on Form S-3 (File No. 333-178525) filed by the Company with the Commission on December 15, 2011). Although we have not independently verified, are not passing upon and do not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement (including, for the avoidance of doubt, the Pre-Pricing Prospectus and the Prospectus) or any amendments or supplements thereto (except to the extent set forth in Citigroup Global Markets Inc., Xxxxxxx, Sachs & Co. December 6, 2012 paragraphs 8 and 12 of our opinion letter to you of even date herewith), on the basis of the foregoing, nothing has come to our attention that causes us to believe that (i) as of the Effective Time, the Registration Statement 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, (ii) as of the Applicable Time, the Disclosure Package contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) as of its date or as of the date hereof, the Prospectus contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, however, that we express no view as to (a) any financial statements, schedules and notes and other financial and statistical information derived therefrom and included in any of the foregoing, (b) any Statement of Eligibility (Form T-1) under the Trust Indenture Act, or (c) the representations and warranties contained in any exhibit to the Registration Statement, or in any document incorporated by reference into the Disclosure Package or the Prospectus Supplement. Notwithstanding anything in this letter to the contrary, the statement set forth above is made only as of the date hereof. We disclaim any obligation to update this letter and express no view as to the effect of events occurring or circumstances arising after the date hereof on the matters addressed in this letter, and we assume no responsibility to inform you of additional or changed facts of which we may become aware. The statement set forth above is expressly limited to the matters stated. No view is implied or may be inferred beyond what is explicitly stated in this letter. This letter is furnished solely for your benefit in connection with the transactions contemplated by the Underwriting Agreement and may not be relied upon by any other person or entity. Copies of this letter may not be circulated or furnished to any other person or entity and this letter may not be referred to in any report or document furnished to any other person or entity, without our prior written consent. Very truly yours, XXXXXX & XXXXXX LLP By: Xxxxxx X. Xxxxxxx December 6, 2012 Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. as Representatives of the several Underwriters named in Schedule A to the Underwriting Agreement c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Underwritten Public Offering of $350,000,000 0.850% Senior Notes due 2015 of The Xxxxxxx Xxxxxx Corporation Ladies and Gentlemen: I am Vice President and Associate General Counsel of The Xxxxxxx Xxxxxx Corporation, a Delaware corporation (the “Company”). This opinion is rendered to you at the request of the Company pursuant to Section 6(b) of the Underwriting Agreement dated July 19December 3, 2010 2012 (the “Agreement”), by and among you and the Company regarding the purchase by you of $600,000,000 4.45350,000,000 0.850% Senior Notes due 2020 2015 of The Xxxxxxx Xxxxxx Corporation. Capitalized terms used, but not defined herein, have the same meanings given them in the Agreement. I have examined the Company’s Registration Statement on Form S-3 (File No. 333-156152178525) (the “Registration Statement”), the Prospectus Supplement, the Disclosure Package, the Company’s annual report on Form 10-K for the fiscal year ended December 31, 20092011 (including the portions thereof incorporated by reference from the Company’s Definitive Proxy Statement filed on March 30, 2012), the Company’s quarterly report reports on Form 10-Q for the quarter quarters ended March 31, 2010 2012, June 30, 2012 and September 30, 2012, and the Company’s current report reports on Form 8-K filed on January 2126, 20102012, February 2, 20102012, March 1613, 20102012, and May 22, 2012, June 6, 2012, June 18, 20102012, July 31, 2012, August 1, 2012, August 29, 2012, October 30, 2012 and November 21, 2012. In addition, I have examined the certificates of incorporation and bylaws of the Company, Xxxxxxx Xxxxxx & Co., Inc. (“Schwab”), Xxxxxx Holdings, Inc. (“Schwab Holdings”), Xxxxxxx Xxxxxx Investment Management, Inc. (“CSIM”), and Xxxxxxx Xxxxxx Bank (“Xxxxxx Bank”), and such corporate records, certificates and other documents (of which I am aware) and such questions of law as I have considered necessary or appropriate for the purposes of rendering the opinions that follow. In giving the opinions that follow I have relied as to matters of fact without investigation, to the extent I deemed proper, upon certificates from officers of the Company and certain of its affiliates, and certificates, telegrams, facsimiles, and other documents from, and oral conversations with, public officials. I have assumed without investigation the authenticity of each document submitted to me as an original, the conformity to the originals of each document submitted to me as a copy, the authenticity of the originals of such latter documents, the genuineness of all signatures, and the legal capacity of all natural persons. Based on and subject to the foregoing, it is my opinion that:
Appears in 1 contract
Other Company Contracts. Senior Indenture dated as of July 15, 1993 by and between the Company and The Bank of New York Trust Company, N.A., as Trustee. First Supplemental Indenture dated as of June 29, 1999 by and between the Company and The Bank of New York Trust Company, N.A., as Trustee. Guarantee Agreement dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A., as Guarantee Trustee. Second Amended and Restated Trust Agreement dated as of October 5, 2007 by and among the Company, The Bank of New York Trust Company, N.A., as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the Administrative Trustees named therein. Junior Subordinated Indenture dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A, as Trustee. First Supplemental Indenture dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A, as Trustee. Replacement Capital Covenant of the Company dated as of October 5, 2007. Senior Indenture dated as of June 5, 2009 by and between the Company and The Bank of New York Mellon Trust Company, N.A. First N.A., as Trustee. Deposit Agreement, dated June 6, 2012, between the Company and Xxxxx Fargo Bank, N.A., as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto). Second Supplemental Indenture dated as of June 5July 22, 2009 2010 by and between the Company and The Bank of New York Mellon Trust Company, N.A. N.A., as Trustee. Exchange and Registration Rights Agreement, dated August 27, 2012, by and among the Company and Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. and Xxxxx Fargo Securities, LLC. Third Supplemental Indenture dated as of August 27, 2012 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Fourth Supplemental Indenture dated as of December 6, 2012 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Credit Agreement (364-364 – Day Commitment) dated as of June 117, 20102013, between the Company and the Credit Suisse Securities (USA) LLC, X.X. Xxxxxx Securities LLC July 25, 2013 Page 5 financial institutions listed therein. Credit Suisse Securities (USA) LLC, X.X. Xxxxxx Securities Inc. LLC July 25, 2013 Credit Suisse Securities (USA) LLC, X.X. Xxxxxx Securities LLC as Representative Representatives of the several Underwriters named in Schedule A to the Underwriting Agreement c/o Credit Suisse Securities (defined belowUSA) LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o X.X. Xxxxxx Securities Inc. LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Underwritten Public Offering of $600,000,000 4.45275,000,000 of 2.20% Senior Notes due 2020 2018 of The Xxxxxxx Xxxxxx Corporation Ladies and Gentlemen: We have acted as special legal counsel to The Xxxxxxx Xxxxxx Corporation, a Delaware corporation (the “Company”), with respect to certain matters in connection with the sale today to the Underwriters of $275,000,000 principal amount of 2.20% Senior Notes due 2018 (the “Securities”) issued by the Company, pursuant to that certain Underwriting Agreement dated July 22, 2013 by and among the Company and the several Underwriters named in Schedule A thereto (the “Underwriting Agreement”). Except as otherwise specified, all capitalized terms used herein have the same meanings given to them in the Underwriting Agreement. This letter is furnished pursuant to Section 6(a) of the Underwriting Agreement. In connection with the preparation of the Registration Statement (including, for the avoidance of doubt, the Pre-Pricing Prospectus and the Prospectus), we have participated in conferences with officers and other representatives of the Company, including representatives of the independent public accountants of the Company, and representatives of the Underwriters, including their counsel, at which conferences the contents of the Registration Statement were discussed (except that the Underwriters and their counsel did not participate in any such conferences at the time of the preparation and filing of the registration statement on Form S-3 (File No. 333-178525) filed by the Company with the Commission on December 15, 2011). Although we have not independently verified, are not passing upon and do not assume Credit Suisse Securities (USA) LLC, X.X. Xxxxxx Securities LLC July 25, 2013 responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement (including, for the avoidance of doubt, the Pre-Pricing Prospectus and the Prospectus) or any amendments or supplements thereto (except to the extent set forth in paragraphs 8 and 12 of our opinion letter to you of even date herewith), on the basis of the foregoing, nothing has come to our attention that causes us to believe that (i) as of the Effective Time, the Registration Statement 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, (ii) as of the Applicable Time, the Disclosure Package contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) as of its date or as of the date hereof, the Prospectus contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, however, that we express no view as to (a) any financial statements, schedules and notes and other financial and statistical information derived therefrom and included in any of the foregoing, (b) any Statement of Eligibility (Form T-1) under the Trust Indenture Act, or (c) the representations and warranties contained in any exhibit to the Registration Statement, or in any document incorporated by reference into the Disclosure Package or the Prospectus Supplement. Notwithstanding anything in this letter to the contrary, the statement set forth above is made only as of the date hereof. We disclaim any obligation to update this letter and express no view as to the effect of events occurring or circumstances arising after the date hereof on the matters addressed in this letter, and we assume no responsibility to inform you of additional or changed facts of which we may become aware. The statement set forth above is expressly limited to the matters stated. No view is implied or may be inferred beyond what is explicitly stated in this letter. This letter is furnished solely for your benefit in connection with the transactions contemplated by the Underwriting Agreement and may not be relied upon by any other person or entity. Copies of this letter may not be circulated or furnished to any other person or entity and this letter may not be referred to in any report or document furnished to any other person or entity, without our prior written consent. Very truly yours, XXXXXX & XXXXXX LLP By: Xxxxxx X. Xxxxxxx Credit Suisse Securities (USA) LLC, X.X. Xxxxxx Securities LLC as Representatives of the several Underwriters named in Schedule A to the Underwriting Agreement c/o Credit Suisse Securities (USA) LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Underwritten Public Offering of $275,000,000 2.20% Senior Notes due 2018 of The Xxxxxxx Xxxxxx Corporation Ladies and Gentlemen: I am Vice President and Associate General Counsel of The Xxxxxxx Xxxxxx Corporation, a Delaware corporation (the “Company”). This opinion is rendered to you at the request of the Company pursuant to Section 6(b) of the Underwriting Agreement dated July 1922, 2010 2013 (the “Agreement”), by and among you and the Company regarding the purchase by you of $600,000,000 4.45275,000,000 2.20% Senior Notes due 2020 2018 of The Xxxxxxx Xxxxxx Corporation. Capitalized terms used, but not defined herein, have the same meanings given them in the Agreement. I have examined the Company’s Registration Statement on Form S-3 (File No. 333-156152178525) (the “Registration Statement”), the Prospectus Supplement, the Disclosure Package, the Company’s annual report on Form 10-K for the fiscal year ended December 31, 20092012 (including the portions thereof incorporated by reference from the Company’s Definitive Proxy Statement filed on March 29, 2013), as updated by the Company’s current report on Form 8-K filed on June 24, 2013 relating to the Company’s realigned segment reporting structure, the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2010 2013, and the Company’s current report reports on Form 8-K filed on January 30, 2013, May 21, 2010, February 2, 2010, March 16, 20102013, and May 18June 24, 20102013. In addition, I have examined the certificates of incorporation and bylaws of the Company, Xxxxxxx Xxxxxx & Co., Inc. (“Schwab”), Xxxxxx Holdings, Inc. (“Schwab Holdings”), Xxxxxxx Xxxxxx Investment Management, Inc. (“CSIM”), and Xxxxxxx Xxxxxx Bank (“Xxxxxx Bank”), and such corporate records, certificates and other documents (of which I am aware) and such questions of law as I have considered necessary or appropriate for the purposes of rendering the opinions that follow. In giving the opinions that follow I have relied as to matters of fact without investigation, to the extent I deemed proper, upon certificates from officers of the Company and certain of its affiliates, and certificates, telegrams, facsimiles, and other documents from, and oral conversations with, public officials. I have assumed without investigation the authenticity of each document submitted to me as an original, the conformity to the originals of each document submitted to me as a copy, the authenticity of the originals of such latter documents, the genuineness of all signatures, and the legal capacity of all natural persons. Based on and subject to the foregoing, it is my opinion that:
Appears in 1 contract
Other Company Contracts. Senior Indenture dated as of July 15, 1993 by and between the Company and The Bank of New York Trust Company, N.A., as Trustee. First Supplemental Indenture dated as of June 29, 1999 by and between the Company and The Bank of New York Trust Company, N.A., as Trustee. Guarantee Agreement dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A., as Guarantee Trustee. Second Amended and Restated Trust Agreement dated as of October 5, 2007 by and among the Company, The Bank of New York Trust Company, N.A., as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the Administrative Trustees named therein. Junior Subordinated Indenture dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A, as Trustee. First Supplemental Indenture dated as of October 5, 2007 by and between the Company and The Bank of New York Trust Company, N.A, as Trustee. Replacement Capital Covenant of the Company dated as of October 5, 2007. Senior Indenture dated as of June 5, 2009 by and between the Company and The Bank of New York Mellon Trust Company, N.A. First N.A., as Trustee. Deposit Agreement, dated June 6, 2012, between the Company and Xxxxx Fargo Bank, N.A., as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto). Second Supplemental Indenture dated as of June 5July 22, 2009 2010 by and between the Company and The Bank of New York Mellon Trust Company, N.A. Credit Agreement (364-Day Commitment) N.A., as Trustee. Exchange and Registration Rights Agreement, dated August 27, 2012, by and among the Company and Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. and Xxxxx Fargo Securities, LLC. Third Supplemental Indenture dated as of June 11August 27, 20102012 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Fourth Supplemental Indenture dated as of December 6, 2012 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Fifth Supplemental Indenture dated as of July 25, 2013 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Sixth Supplemental Indenture dated as of March 10, 2015 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Deposit Agreement, dated August 3, 2015, between the Company and Xxxxx Fargo Bank, N.A., as Depositary (including the financial institutions listed thereinform of Depositary Share Receipt attached as Exhibit A thereto). X.X. Seventh Supplemental Indenture dated as of November 13, 2015 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Deposit Agreement, dated March 7, 2016, between the Company and Xxxxx Fargo Bank, N.A., as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto). Citigroup Global Markets Inc., et al. March [•], 2017 Deposit Agreement, dated October 31, 2016, between the Company and Xxxxx Fargo Bank, N.A., as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto). Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Xxxxxxx, Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx Securities Inc. & Xxxxx Incorporated as Representative Representatives of the several Underwriters named in Schedule A to the Underwriting Agreement (defined below) c/o X.X. Xxxxxx Securities Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Underwritten Public Offering of $600,000,000 4.45% [•] of [•]% Senior Notes due 2020 2027 of The Xxxxxxx Xxxxxx Corporation Ladies and Gentlemen: We have acted as special legal counsel to The Xxxxxxx Xxxxxx Corporation, a Delaware corporation (the “Company”), with respect to certain matters in connection with the sale today to the Underwriters of $[•] principal amount of [•]% Senior Notes due 2027 (the “Securities”) issued by the Company, pursuant to that certain Underwriting Agreement dated [•], 2017 by and among the Company and the several Underwriters named in Schedule A thereto (the “Underwriting Agreement”). Except as otherwise specified, all capitalized terms used herein have the same meanings given to them in the Underwriting Agreement. This letter is furnished pursuant to Section 6(a) of the Underwriting Agreement. Citigroup Global Markets Inc., et al. March [•], 2017 In connection with the preparation of the Registration Statement (including, for the avoidance of doubt, the Pre-Pricing Prospectus and the Prospectus), we have participated in conferences with officers and other representatives of the Company, including representatives of the independent public accountants of the Company, and representatives of the Underwriters, including their counsel, at which conferences the contents of the Registration Statement were discussed (except that the Underwriters and their counsel did not participate in any such conferences at the time of the preparation and filing of the registration statement on Form S-3 (File No. 333-200939) filed by the Company with the Commission on December 15, 2014). Although we have not independently verified, are not passing upon and do not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement (including, for the avoidance of doubt, the Pre-Pricing Prospectus and the Prospectus) or any amendments or supplements thereto (except to the extent set forth in paragraphs 8 and 12 of our opinion letter to you of even date herewith), on the basis of the foregoing, nothing has come to our attention that causes us to believe that (i) as of the Effective Time, the Registration Statement 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, (ii) as of the Applicable Time, the Disclosure Package contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) as of its date or as of the date hereof, the Prospectus contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, however, that we express no view as to (a) any financial statements, schedules and notes and other financial and statistical information derived therefrom and included in any of the foregoing, (b) any Statement of Eligibility (Form T-1) under the Trust Indenture Act, or (c) the representations and warranties contained in any exhibit to (i) the Registration Statement, or (ii) any document incorporated by reference into the Disclosure Package or the Prospectus Supplement. Notwithstanding anything in this letter to the contrary, the statement set forth above is made only as of the date hereof. We disclaim any obligation to update this letter and express no view as to the effect of events occurring or circumstances arising after the date hereof on the matters addressed in this letter, and we assume no responsibility to inform you of additional or changed facts of which we may become aware. The statement set forth above is expressly limited to the matters stated. No view is implied or may be inferred beyond what is explicitly stated in this letter. This letter is furnished solely for your benefit in connection with the transactions contemplated by the Underwriting Agreement and may not be relied upon by any other person or entity. Copies of this letter may not be circulated or furnished to any other person or entity and this letter may not be referred to in any report or document furnished to any other person or entity, without our prior written consent. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Xxxxxxx, Sachs & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as Representatives of the several Underwriters named in Schedule A to the Underwriting Agreement c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Underwritten Public Offering of $[•] of [•]% Senior Notes due 2027 of The Xxxxxxx Xxxxxx Corporation Ladies and Gentlemen: I am Vice President and Associate General Counsel of The Xxxxxxx Xxxxxx Corporation, a Delaware corporation (the “Company”). This opinion is rendered to you at the request of the Company pursuant to Section 6(b) of the Underwriting Agreement dated July 19[•], 2010 2017 (the “Agreement”), by and among you and the Company regarding the purchase by you of $600,000,000 4.45% [•] principal amount of [•]% Senior Notes due 2020 2027 of The Xxxxxxx Xxxxxx Corporation. Capitalized terms used, but not defined herein, have the same meanings given them in the Agreement. I have examined the Company’s Registration Statement on Form S-3 (File No. 333-156152200939) (the “Registration Statement”), the Prospectus Supplement, the Disclosure Package, the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2009, 2016 and the portions of the Company’s quarterly proxy statement on Schedule 14A filed on March 30, 2016 incorporated by reference in the annual report on Form 10-Q K for the quarter fiscal year ended March December 31, 2010 and the Company’s current report on Form 8-K filed on January 21, 2010, February 2, 2010, March 16, 2010, and May 18, 20102015. In addition, I have examined the certificates of incorporation and bylaws of the Company, Xxxxxxx Xxxxxx & Co., Inc. (“Schwab”), Xxxxxx Holdings, Inc. (“Schwab Holdings”), Xxxxxxx Xxxxxx Investment Management, Inc. (“CSIM”), and Xxxxxxx Xxxxxx Bank (“Xxxxxx Bank”), and such corporate records, certificates and other documents (of which I am aware) and such questions of law as I have considered necessary or appropriate for the purposes of rendering the opinions that follow. In giving the opinions that follow I have relied as to matters of fact without investigation, to the extent I deemed proper, upon certificates from officers of the Company and certain of its affiliates, and certificates, telegrams, facsimiles, and other documents from, and oral conversations with, public officials. I have assumed without investigation the authenticity of each document submitted to me as an original, the conformity to the originals of each document submitted to me as a copy, the authenticity of the originals of such latter documents, the genuineness of all signatures, and the legal capacity of all natural persons. Based on and subject to the foregoing, it is my opinion that:
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