Letterhead of Sullivan & Cromwell LLP] May 24, 2012
Exhibit 5.1
[Letterhead of Xxxxxxxx & Xxxxxxxx LLP]
May 24, 2012
American International Group, Inc.,
000 Xxxxxx Xxxx,
New York, NY 10038.
Ladies and Gentlemen:
In connection with the several purchases today by the Underwriters named in Schedule I to the Underwriting Agreement, dated May 21, 2012 (the “Underwriting Agreement”), among American International Group, Inc., a Delaware corporation (the “Company”), and Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc. and RBC Capital Markets, LLC, as representatives of the several Underwriters named therein, of $750,000,000 aggregate principal amount of the Company’s 4.875% Notes due 2022 (the “Securities”) issued pursuant to the Indenture, dated as of October 12, 2006, as supplemented by the Fourth Supplemental Indenture, dated as of April 18, 2007 and the Eighth Supplemental Indenture, dated as of December 3, 2010, and as further supplemented by the Eighteenth Supplemental Indenture, dated as of May 24, 2012 (collectively, the “Indenture”), each between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion,
(1) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware.
(2) The Securities constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
American International Group, Inc.
The foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Securities conform to the specimens thereof examined by us, that the Trustee’s certificates of authentication of the Securities have been manually signed by one of the Trustee’s authorized officers, and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.
We hereby consent to the filing of this opinion as an exhibit to this Current Report on Form 8-K. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.
| Very truly yours, |
| /s/ XXXXXXXX & XXXXXXXX LLP |
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