Exhibit 5.1
LUSE GORMAN, PC
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
November 15, 2022
The Board of Directors
Univest Financial Corporation
14 North Main Street
Souderton, Pennsylvania 18964
| | Re: | Univest Financial Corporation |
7.25% Fixed-to-Floating Rate Subordinated Debentures Due 2032
Ladies and Gentleman:
We have acted as special counsel to Univest Financial Corporation, a Pennsylvania corporation (the “Company”), in connection with the issuance and sale by the Company of $50.0 million principal amount of 7.25% fixed-to-floating rate subordinated debentures due 2032 (the “Notes”), pursuant to the Indenture, dated as of November 15, 2022 (the Indenture”), as supplemented by the First Supplemental Indenture, dated as of November 15, 2022 (the “First Supplemental Indenture”), between the Company and U.S Bank Trust Company National Association, as trustee (the “Trustee”).
We have reviewed (i) the Registration Statement on Form S-3 (File No. 333-253668) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), (ii) the prospectus of the Company, dated March 1, 2021, as supplemented by the prospectus supplement, dated November 7, 2022, relating to the Notes, as filed with the SEC pursuant to Rule 424(b) under the Securities Act, (iii) the Indenture, as supplemented by the First Supplemental Indenture, (iv) the Underwriting Agreement, dated November 7, 2022, by and between the Company and U.S. Bancorp Investments, Inc., as representative of the underwriters named therein, (v) corporate proceedings of the Company relating to the issuance of the Notes, and (vi) such other documents and records and such matters of law and fact as we have deemed necessary or advisable to enable us to render this opinion. In connection with the issuance and sale of the Notes, the Company has also filed with the SEC one free writing prospectus, dated November 7, 2022, pursuant to Rule 433 under the Securities Act.
In our examination, we have assumed, without verification, the genuineness of all signatures, the authenticity of all documents and instruments submitted to us as originals, and the conformity to the originals of all documents and instruments submitted to us as certified or conformed copies. The opinion expressed below is limited to the Pennsylvania Business Corporation Law.
Based upon, and subject to, the foregoing, and subject to the limitations, qualifications and assumptions stated herein, we are of the opinion that the Notes have been duly authorized and (assuming their due authentication by the Trustee) when they have been duly executed, issued and delivered in accordance with the terms of the Indenture, as amended by the First Supplemental Indenture, will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture.
