Exhibit 5(b)
 | One Financial Center Boston, MA 02111 617-542-6000 617-542-2241 fax www.mintz.com | |
September 4, 2009
Manulife Financial Corporation
200 Bloor Street East
Toronto, Ontario, Canada M4W 1E5
| Re: | John Hancock Life Insurance Company (U.S.A.) Notes |
Ladies and Gentlemen:
We have acted as special United States legal counsel to Manulife Financial Corporation, a Canadian corporation (“Manulife”) and indirect parent of John Hancock Life Insurance Company (U.S.A.), a stock life insurance company organized under the laws of the state of Maine and redomesticated and existing under the laws of the state of Michigan (the “Company”), for the sole purpose of rendering a legal opinion as to certain matters of United States law in connection with the joint Registration Statement on Form F-3 (the “Registration Statement”) filed by Manulife and the Company with the Securities and Exchange Commission (the “Commission”) on September 4, 2009. The Registration Statement relates to (a) the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), of up to an aggregate of $1,985,782,000 in initial offering price of the Company’s medium term notes, which have maturities of twelve months or more from the date of issue (the “Notes”), and (b) the full and unconditional subordinated guarantee of the Company’s payment obligations under the Notes by Manulife. The Notes are to be (i) issued under an Indenture to be entered into by the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”); (ii) sold pursuant to the terms of a Selling Agent Agreement, to be entered into by the Company and the agents named therein (the “Selling Agent Agreement”); and (iii) guaranteed by Manulife pursuant to the terms of a Subordinated Note Guarantee to be entered into by Manulife (the “Subordinated Guarantee”). The form of Selling Agent Agreement and the form of Subordinated Guarantee will be filed as exhibits to the Registration Statement. The executed Indenture will be filed as an exhibit to the Registration Statement pursuant to a pre-effective amendment thereto.
In connection with this opinion, we have examined (i) the Registration Statement; (ii) the form of Indenture; (iii) the form of Subordinated Guarantee, (iv) the form of Selling Agent Agreement and related matters. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of Manulife, certificates of officers or other representatives of Manulife, certificates of public officials and others, and such other agreements, documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
BOSTON | WASHINGTON | NEW YORK | STAMFORD | LOS ANGELES | PALO ALTO | SAN DIEGO | LONDON
MINTZ, LEVIN, COHN, FERRIS, GLOVSKYAND POPEO, P.C.
Manulife Financial Corporation
September 4, 2009
Page 2
In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.
Members of our firm are admitted to the Bars of the Commonwealth of Massachusetts and the State of New York, and we do not express any opinion as to the laws of any jurisdictions other than the United States, the Commonwealth of Massachusetts and the State of New York. Insofar as the opinions expressed herein relate to matters governed by the laws of Canada, we have relied upon the opinion of Torys LLP, special legal counsel in Canada for Manulife, dated September 4, 2009, filed as Exhibit 5(c) to the Registration Statement (“Torys Opinion”). No opinion is expressed herein with respect to the qualification of the Subordinated Guarantee under the securities or blue-sky laws of any state or any foreign jurisdiction. This opinion is limited to the laws, including the rules and regulations thereunder, as in effect on the date hereof. We express no opinion with respect to any question of choice of law, choice of venue, or conflicts of laws.
Based upon and subject to the foregoing, we are of the opinion that, when the Selling Agent Agreement is executed by the parties thereto and when each series of Notes has been issued and sold in accordance with the terms of the Indenture, the Selling Agent Agreement and the Subordinated Guarantee, Manulife’s obligations under the Subordinated Guarantee with respect to such Notes will constitute legal, valid and binding obligations of Manulife, enforceable against Manulife in accordance with the terms of the Subordinated Guarantee.
The opinion set forth above is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws.
For purposes of the opinions rendered above, we have assumed at or prior to the time of the delivery of the Notes, (i) the Board of Directors (or the relevant equivalent) of Manulife shall have duly approved, authorized and executed the Subordinated Guarantee and Indenture and such authorization shall not have been modified or rescinded; (ii) the Registration Statement shall have been declared effective and such effectiveness shall not have been terminated or rescinded; and (iii) there shall not have occurred any change in law affecting the validity or
MINTZ, LEVIN, COHN, FERRIS, GLOVSKYAND POPEO, P.C.
Manulife Financial Corporation
September 4, 2009
Page 3
enforceability of the Subordinated Guarantee. We have also assumed that none of the terms of the Subordinated Guarantee, nor the issuance and delivery of such security, nor the compliance by Manulife with the terms of such Subordinated Guarantee will result in a violation of any provision of any instrument or agreement then binding upon Manulife, or any restriction imposed by any court or governmental body having jurisdiction over Manulife.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this opinion under the caption “Legal Opinions” in the prospectus included therein. In giving this consent, we do not thereby admit that we are included in 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.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.