Exhibit 5(d)
Richards, Layton & Finger
A PROFESSIONAL ASSOCIATION
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
(302) 651-7700
Fax: (302) 651-7701
www.rlf.com
March 25, 2008
Huntington Capital IV
Huntington Capital V
Huntington Capital VI
c/o Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
|
|
|
Re: |
|
Huntington Capital IV, Huntington Capital V, Huntington Capital VI |
Ladies and Gentlemen:
We have acted as special Delaware counsel for Huntington Capital IV, a Delaware statutory trust (Trust IV),
Huntington Capital V, a Delaware statutory trust (Trust V), Huntington Capital VI, a
Delaware statutory trust (Trust VI), together with Trust IV, Trust V and Trust VI,
collectively referred to as the Trusts and sometimes hereinafter individually referred to as
a Trust), in connection with the matters set forth herein. At your request, this opinion is
being furnished to you.
We have examined and relied upon such records, documents, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to render the
opinions expressed below, including the following documents:
|
(a) |
|
The Certificate of Trust of Trust IV, as filed with the
Secretary of State on May 21, 1998; |
|
|
(b) |
|
The Certificate of Trust of Trust V, as filed with the
Secretary of State on May 21, 1998; |
Huntington Capital IV
Huntington Capital V
Huntington Capital VI
March 25, 2008
Page 2
|
(c) |
|
The Certificate of Trust of Trust VI, as filed with the
Secretary of State on May 21, 1998; |
|
|
(d) |
|
The Declaration of Trust of Trust IV, dated as of May 21, 1998
among the Company, and the trustees of Trust IV named therein; |
|
|
(e) |
|
The Declaration of Trust of Trust V, dated as of May 21, 1998
among the Company and the trustees of Trust V named therein; |
|
|
(f) |
|
The Declaration of Trust of Trust VI, dated as of May 21, 1998
among the Company and the trustees of Trust VI named therein; |
|
|
(g) |
|
Post-Effective Amendment No. 2 to the Registration Statement
(the Registration Statement) on Form S-3 (Registration No. 333-131143),
including a preliminary prospectus (the Prospectus), with respect to, among
other things, the Normal, the Stripped
and the Capital Securities of the Trusts
representing undivided preferred beneficial interests in the assets of the
Trusts (each, a Trust Preferred Security and collectively, the
Trust Preferred Securities), to be filed by the Company and the
Trusts with the Securities and Exchange Commission on or about March
25, 2008; |
|
|
(h) |
|
A form of Amended and Restated Trust Agreement for Normal,
Stripped and Capital Securities, to be
entered into between the Company, the trustees of the applicable Trust named
therein, and the holders, from time to time, of the undivided beneficial
interests in all or certain assets of such Trust (the Trust Agreement), filed as an
exhibit to the Registration Statement (including all attachments and exhibits
thereto); and |
|
|
(i) |
|
A Certificate of Good Standing for each of the Trusts, dated
March 25, 2008, obtained from the Secretary of State. |
Initially capitalized terms used herein and not otherwise defined are used as defined in
the Trust Agreement.
As to various questions of fact material to our opinion, we have relied upon the
representations made in the foregoing documents. With respect to all documents examined by
us, we have assumed (i) the authenticity of all documents submitted to us as authentic
Huntington Capital IV
Huntington Capital V
Huntington Capital VI
March 25, 2008
Page 3
originals, (ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust Agreement and the
Certificate of Trust of each Trust will be in full force and effect and will not be amended,
(ii) except to the extent provided in paragraph 1 below, the due organization or due
formation, as the case may be, and valid existence in good standing of each party to the
documents examined by us under the laws of the jurisdiction governing its organization or
formation, (iii) the legal capacity of natural persons who are parties to the documents
examined by us, (iv) that each of the parties to the documents examined by us has the power
and authority to execute and deliver, and to perform its obligations under, such documents,
(v) the due authorization, execution and delivery by all parties thereto of all documents
examined by us, (vi) the receipt by each Person to whom a Trust Preferred Security is
to be issued by the Trusts (collectively, the Trust Preferred Security Holders) of a
Trust Preferred Security Certificate for such Trust Preferred Security and the
payment for such Trust Preferred Security, in accordance with the applicable
Declaration of Trust and the Registration Statement, and (vii) that the Trust Preferred
Securities will be authenticated, issued and sold to the Trust Preferred Security
Holders in accordance with the applicable Declaration of Trust and the Registration Statement.
We have not participated in the preparation of the Registration Statement (except for
providing this opinion) or the Prospectus and assume no responsibility for their contents,
other than this opinion.
This opinion is limited to the law of the State of Delaware, including the applicable
provisions of the Delaware Constitution and the reported judicial decisions interpreting such
laws (excluding the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws and rules and
regulations relating thereto. Our opinions are rendered only with respect to Delaware laws
and rules, regulations and orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such questions of law and statutes
of the State of Delaware as we have considered necessary or appropriate, and subject to the
assumptions, qualifications, limitations and exceptions set forth herein, we are of the
opinion that:
1. Each of the Trusts has been duly created and is validly existing in good standing as a
statutory trust under the Statutory Trust Act.
2. The
Trust Preferred Securities of each Trust will represent valid and, subject
to the qualifications set forth in paragraph 3 below, legally issued, fully paid and
nonassessable undivided preferred beneficial interests in the assets of the applicable Trust.
Huntington Capital IV
Huntington Capital V
Huntington Capital VI
March 25, 2008
Page 4
3. The
Trust Preferred Security Holders, as beneficial owners of the applicable
Trust, will be entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law of the State of
Delaware. We note that the Trust Preferred Security Holders may be obligated to make
payments as set forth in the applicable Declaration of Trust.
We consent to the filing of this opinion with the Securities and Exchange Commission as
an exhibit to the Registration Statement. We hereby consent to the use of our name under the
heading Legal Matters in the Prospectus. In giving the foregoing consents, we do not
thereby admit that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
GCK/ks