Exhibit
99.1
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Two Hopkins Plaza, Suite 1800
Baltimore, Maryland 21201-2978
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Telephone 410-244-7400
Facsimile 410-244-7742
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www.venable.com |
April 22, 2008
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
Re: Registration Statement on Form S-3 (No. 333-131143)
Ladies and Gentlemen:
We have served as Maryland counsel to Huntington Bancshares Incorporated, a Maryland
corporation (the Company), in connection with certain matters of Maryland law arising out of the
registration by the Company of up to 500,000 shares (the Shares) of 8.50% Series A Non-Cumulative
Perpetual Convertible Preferred Stock, par value $.01 per share (the Preferred Stock), of the
Company, and the shares (the Common Shares) of common stock, par value $.01 per share (the
Common Stock), of the Company issuable upon conversion of the Shares, each covered by the
Registration covered by the Registration Statement on Form S-3, and all amendments thereto, as
filed with the United States Securities and Exchange Commission (the Commission) by the Company
on or about the date hereof under the Securities Act of 1933, as amended (the 1933 Act) (the
Registration Statement). Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Registration Statement.
In connection with our representation of the Company, and as a basis for the opinion
hereinafter set forth, we have examined originals, or copies certified or otherwise identified to
our satisfaction, of the following documents (hereinafter collectively referred to as the
Documents):
1. The charter of the Company (the Charter), certified as of a recent date by the State
Department of Assessments and Taxation of Maryland (the SDAT);
2. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;
3. A certificate of the SDAT as to the good standing of the Company, dated as of a recent
date;
4. Resolutions (the Resolutions) adopted by the Board of Directors of the Company and a duly
authorized committee thereof relating to the issuance of the Shares and the Common Shares,
certified as of the date hereof by an officer of the Company;
Huntington Bancshares Incorporated
April 22, 2008
Page 2
5. A certificate executed by an officer of the Company, dated as of the date hereof;
6. The Registration Statement and the related form of prospectus included therein and the
supplement thereto, in the form in which it was transmitted to the Commission under the 1933 Act;
and
7. Such other documents and matters as we have deemed necessary or appropriate to express the
opinion set forth in this letter, subject to the assumptions, limitations and qualifications stated
herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or
another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the
Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and
validly executed and delivered each of the Documents to which such party is a signatory, and such
partys obligations set forth therein are legal, valid and binding and are enforceable in
accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all
Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this
opinion from the form and content of such Documents as executed and delivered. All Documents
submitted to us as certified or photostatic copies conform to the original documents. All
signatures on all Documents are genuine. All public records reviewed or relied upon by us or on
our behalf are true and complete. All representations, warranties, statements and information
contained in the Documents are true and complete. There has been no oral or written modification
of or amendment to any of the Documents, and there has been no waiver of any provision of any of
the Documents, by action or omission of the parties or otherwise.
5. Upon issuance of any of the Common Shares, the total number of shares of Common Stock
issued and outstanding will not exceed the total number of shares of Common Stock that the Company
is then authorized to issue under the Charter.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications
stated herein, it is our opinion that:
Huntington Bancshares Incorporated
April 22, 2008
Page 3
1. The Company is a corporation duly incorporated and existing under and by virtue of the
laws of the State of Maryland and is in good standing with the SDAT.
2. The Shares have been duly authorized and, when and if issued and delivered in accordance
with the Charter, the Resolutions and the Registration Statement, will be validly issued, fully
paid and nonassessable.
3. The Common Shares have been duly authorized and, when and if issued and delivered upon
conversion of the Shares in accordance with the terms thereof, will be validly issued, fully paid
and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express
any opinion herein concerning any other law. We express no opinion as to the applicability or
effect of any federal or state securities laws, including the securities laws of the State of
Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any
matter as to which our opinion is expressed herein would be governed by any jurisdiction other than
the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein
is subject to the effect of judicial decisions which may permit the introduction of parol evidence
to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no
other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to
supplement this opinion if any applicable law changes after the date hereof or if we become aware
of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the
Companys Current Report on Form 8-K relating to the Shares and the Common Shares (the Form 8-K).
We hereby consent to the filing of this opinion as an exhibit to the Form 8-K and to the use of
the name of our firm therein. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the 1933 Act.
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Very truly yours,
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/s/ Venable LLP
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