9,250,000 Shares MONEYGRAM INTERNATIONAL, INC. COMMON STOCK, $0.01 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2011 • Moneygram International Inc • Services-business services, nec • New York
This opinion is being provided to you pursuant to Section 6(c) of the Underwriting Agreement dated November 17, 2011 (the “Underwriting Agreement”), by and among MoneyGram International, Inc., a Delaware corporation (the “Company”), the stockholders of the Company listed on Schedule I thereto (the “Selling Shareholders”) and the Underwriters listed on Schedule II thereto (the “Underwriters”), relating to the sale of an aggregate of 9,250,000 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), by the Selling Shareholders and 1,387,500 additional shares of Common Stock (the “Additional Shares” and, together with the Firm Shares, the “Shares”) that are to be purchased from the Selling Shareholders by the Underwriters pursuant to their exercise of the over-allotment option. Any capitalized term used in this opinion and not defined herein shall have the meaning assigned to such term in the Underwriting Agreement.
