Porter, Wright, Morris & Arthur LLP
5801 Pelican Bay Boulevard, Suite 300
Naples, Florida 34108
Exhibit 5
July 26, 2005
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
Ladies and Gentlemen:
This opinion is furnished at your request, in connection with the preparation and filing with
the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as
amended (the “Securities Act”), of a registration statement on Form S-3 (the “Registration
Statement”) by Huntington Bancshares Incorporated, a Maryland corporation (the “Company”), relating
to the offering from time to time pursuant to the provisions of Rule 415 under the Securities Act,
of up to $750,000,000 aggregate initial offering price of the following securities of the Company:
a. shares of common stock, without par value (the “Common Stock”);
b. shares of preferred stock, without par value (the “Preferred Stock”); and
c. senior debt securities to be issued pursuant to that certain indenture (the “Senior
Indenture”), between the Company and JPMorgan Chase Bank, N.A., as
Trustee, a form of which was filed with the Commission as an exhibit to the Registration Statement, and subordinated debt securities to be issued pursuant to that certain subordinated
indenture (the “Subordinated Indenture”), between the Company and
JPMorgan Chase Bank, N.A., as Trustee, a form of which was filed with the Commission as an exhibit to the Registration Statement, (the senior debt securities and the subordinated debt
securities are herein collectively referred to as the “Debt Securities”). The Common Stock,
Preferred Stock, and Debt Securities may sometimes be collectively referred to as the “Securities”.
In connection with this opinion, we have examined such corporate records, certificates, and
other documents, and such questions of law, as we have considered necessary or appropriate.
The opinions expressed herein are subject to the following qualifications and assumptions:
a. The opinions expressed herein are limited by (i) the application of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, or other laws of general application affecting
the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of
whether enforceability is considered in a proceeding in equity or at law).
Letter to Huntington Bancshares Incorporated
July 26, 2005
Page 2
b. We have assumed the genuineness of all signatures, other than those of officers of the
Company, the legal capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to authentic original documents of all documents submitted to us as
copies, whether certified or not, and the accuracy and completeness of all corporate records.
c. We have also assumed that each party, other than the Company, to any agreement, including
the Senior Indenture and the Subordinated Indenture, has all requisite power and authority, and has
taken all necessary action, to execute and deliver each agreement to which it is a party and to
consummate the transactions thereunder. Further, we assume that each such party has in fact
executed and delivered each such agreement.
d. We have also assumed that the
Senior Indenture and the Subordinated Indenture will be duly executed and delivered substantially in the form filed with the Commission as an
exhibit to the Registration Statement.
e. We have also assumed, and have no information to the contrary, that the resolutions of the
Board of Directors of the Company relating to the Registration Statement and the transactions
contemplated thereby provided to us accurately reflect the actions taken at meetings duly called
and held at which a quorum was present and acting throughout, and that no action has been taken to
rescind or modify such resolutions.
f. We have further assumed that: (i) all Securities will be issued and sold in compliance with
applicable law, (ii) the Securities will be sold and delivered to, and paid for by, the purchasers
at the price and in accordance with the terms of an agreement or agreements duly authorized and
validly executed and delivered by the parties thereto, (iii) the Company will authorize the
offering and issuance of the Securities and will authorize, approve, and establish the final terms
and conditions thereof and will take any other appropriate additional corporate action, and (iv)
certificates and other instruments or documents, if any, representing the Securities will be duly
executed and delivered and, to the extent required by the applicable indenture, duly authenticated
and countersigned.
g. The opinions herein relate solely to the General Corporation Law of the State of Maryland,
and, where relevant, federal law, and are limited to the presently existing constitutional
provisions, statutes, and regulations of the State of Maryland and the United States of America,
the federal banking laws and regulations applicable to the Company, and the published decisions of
the Maryland and Federal Courts and their published orders, decrees, or interpretations. We express
no opinion as to the effect of the laws of any other jurisdiction.
Based upon and subject to the foregoing, and subject to the qualifications expressed herein,
it is our opinion that:
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(1) |
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The Common Stock has been duly authorized and, when the Registration Statement
has become effective under the Securities Act, the terms of the sale of the Common
Stock have been duly established in conformity with the Articles of Restatement of
Charter, as amended, of the Company (the “Charter”) so as not to violate any applicable
law or result in a default under or breach of any agreement |
Letter to Huntington Bancshares Incorporated
July 26, 2005
Page 3
or instrument binding on the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction over the
Company, and the Common Stock has been duly issued and sold as contemplated by the
Registration Statement, upon payment of the consideration therefore provided for in
the applicable definitive purchase, underwriting, or similar agreement, the Common
Stock will be legally issued, fully paid, and nonassessable.
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(2) |
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The Preferred Stock has been duly authorized and, when the Registration
Statement has become effective under the Securities Act, the Board or a duly authorized
committee of the Board has duly established the terms of the Preferred Stock and of its
issuance and sale in conformity with the Company’s Charter so as not to violate any
applicable law or result in a default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the Company, a
certificate of designation to the Charter relating to the designation and the terms of
the Preferred Stock has been duly filed with the Secretary of State of the State of
Maryland, and the Preferred Stock has been duly issued and sold as contemplated by the
Registration Statement, upon payment of the consideration therefore provided in the
applicable definitive purchase, underwriting, or similar agreement, the Preferred Stock
will be legally issued, fully paid, and nonassessable. |
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(3) |
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With respect to the Debt Securities, when (i) the terms of the applicable Debt
Securities and of their issuance and sale have been duly established in conformity with
the applicable indenture filed as an exhibit to the Registration Statement and any
supplemental indenture that may be required so as not to violate any applicable law or
result in a default under or breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company and (ii) the applicable Debt
Securities have been duly executed, authenticated, issued, and delivered in accordance
with the applicable indenture filed as an exhibit to the Registration Statement,
against delivery of the applicable consideration, the Debt Securities so issued will
constitute valid and legally binding obligations of the Company. |
We hereby consent to the use of our name under the heading “Legal Matters” in the prospectus
which forms a part of the Registration Statement. We also hereby consent to the filing of this
opinion with the Commission as an exhibit to the Registration Statement. In giving this consent,
we do not thereby admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission promulgated
thereunder. This opinion is given as of the date hereof, and we undertake no, and hereby disclaim
any, obligation to advise you of any changes in, or new developments that might affect, any matters
or opinions set forth herein.