Exhibit 5.2
[Letterhead of Wachtell, Lipton, Rosen & Katz]
February 12, 2021
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
Ladies and Gentlemen:
We have acted as special counsel to Huntington Bancshares Incorporated, a Maryland corporation (the “Company”), in connection with the
Registration Statement on Form S-4 (as amended, the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”), relating to the registration under the Securities Act of 1933, as amended (the “Securities
Act”) of up to (i) 473,241,280 shares (the “Common Shares”) of common stock, $0.01 par value per share, of the Company (the “Common Stock”), (ii) 7,000 shares (the “Preferred Shares”) of 5.70% Non-Cumulative Perpetual
Preferred Stock Series I, $0.01 par value per share, of the Company (the “Preferred Stock”), and (iii) 7,000,000 depositary shares (the “Depositary Shares”), collectively representing the Preferred Shares, to be issued by the Company in
connection with the merger of TCF Financial Corporation, a Michigan corporation (“TCF”), with and into Huntington, pursuant to the Agreement and Plan of Merger, dated as of December 13, 2020 (the “Merger Agreement”), by and
between the Company and TCF.
In connection with the opinion set forth herein, we have examined and relied on originals or copies, certified or otherwise, identified to our
satisfaction, of such documents, corporate records, agreements, certificates, and other instruments and such matters of law, in each case, as we have deemed necessary or appropriate for the purposes of this opinion, including the Deposit Agreement,
dated as of September 14, 2017, by and among TCF Financial Corporation, Computershare Trust Company, N.A. and Computershare Inc. jointly as depositary, as amended by that certain First Amendment to the Deposit Agreement, effective as of August 1,
2019, by and among Chemical Financial Corporation, TCF Financial Corporation, Computershare Inc. and Computershare Trust Company, N.A. (the “Deposit Agreement”), and form of depositary receipt described therein, which we refer to herein as the
“Transaction Documents.” We have also conducted such investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies and the legal capacity of all individuals executing such documents. We have also assumed the valid authorization,
execution and delivery of each of the Transaction Documents by each party thereto, and we have assumed that each such party (in the case of parties which are not natural persons) has been duly organized and is validly existing and in good standing
under its jurisdiction of organization, that each such party has the legal capacity, power and authority to perform its obligations thereunder and that each of the Transaction Documents constitutes the valid and binding obligation of all such
parties, enforceable against them in accordance with its terms.
We are members of the Bar of the State of New York, and this opinion is limited to the laws of the State of New York, in each case as in effect on the
date hereof. We have not considered, and we express no opinion or belief as to matters of the laws of any other jurisdiction or as to any matters arising thereunder or relating thereto. Insofar as the opinions expressed herein relate to or are
dependent upon matters governed by the laws of the State of Maryland, we have relied upon the opinion letter of Venable LLP, dated as of the date hereof, which opinion letter is being filed as Exhibit 5.1 to the Registration Statement dated the date
hereof.
Based upon the foregoing and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that when the Deposit
Agreement has been duly assumed by the Company pursuant to the Merger Agreement, the Preferred Shares represented by the Depositary Shares have been issued as contemplated by the Registration Statement and have been received by the depositary upon
conversion of the 5.70% Series C Non-Cumulative Perpetual Preferred Stock, no par value, of TCF into the Preferred Stock, and the depositary receipts evidencing the Depositary Shares have been issued in accordance with the Deposit Agreement and have
become the issued Depositary Shares of the Company as contemplated by the Registration Statement, the Depositary Shares will constitute valid and legally binding obligations of the Company and will entitle the holders thereof to the rights specified
in the Deposit Agreement.
The opinion set forth above is subject to the effects of (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting the enforcement of creditors’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law), and (c) an implied covenant of good faith and fair dealing. We express no opinion
as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof, including, without limitation, the enforceability of the governing law provision contained in the Transaction Documents or in any other
agreement.
We consent to the filing of a copy of this opinion as an exhibit to the Registration Statement. In addition, we consent to references to us under the
heading “Legal Matters” in the joint proxy statement/prospectus contained in 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, and the rules and regulations thereunder. This opinion speaks as of its date, and we undertake no (and hereby disclaim any) obligation to update this opinion.
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Very truly yours,
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/s/ Wachtell, Lipton, Rosen & Katz
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