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- S-4 Registration of securities issued in business combination transactions
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- CORRESP Corresp
- 6 Jul 12 Registration of securities issued in business combination transactions (amended)
- 4 Jun 12 Registration of securities issued in business combination transactions
- 19 Nov 10 Registration of securities issued in business combination transactions (amended)
- 26 Oct 10 Registration of securities issued in business combination transactions
Exhibit 5.13
June 4, 2012
Fidelity National Information Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
RE: Fidelity National Information Services, Inc. – 5.000% Senior Notes Due 2022
Ladies and Gentlemen:
We are issuing this opinion in our capacity as special Oklahoma counsel to those subsidiaries listed onAttachment A hereto (the “Subject Entities”) of Fidelity National Information Services, Inc., a Georgia corporation (the “Company”), in connection with the filing by the Company of its registration statement on Form S-4 filed with the Securities and Exchange Commission on June 4, 2012 (as amended or supplemented, the “Registration Statement”). The Registration Statement relates to the contemplated exchange of up to $700,000,000 aggregate principal amount of its 5.000% Senior Notes due 2022 (the “Exchange Notes”), which will be registered under the Securities Act of 1933, as amended (the “Securities Act”), for an equal principal amount of its outstanding unregistered 5.000% Senior Notes due 2022 (the “Original Notes”).
The Original Notes were issued, and the Exchange Notes will be issued, pursuant to the terms and conditions of, and in the form set forth in, the indenture dated as of March 19, 2012, as supplemented by a supplemental indenture dated May 11, 2012 (as so supplemented, the “Indenture”) by and among the Company, The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”) and the guarantors party thereto, which guarantors include the Subject Entities. The Exchange Notes will be guaranteed by the Subject Entities in accordance with the terms of the Subject Entities’ guarantee as set forth in the Indenture (the “Guarantee”).
In connection with this opinion, we have examined originals or copies of the Indenture and such other documents, corporate records, instruments, certificates of public officials and of the Subject Entities (including, without limitation, an Opinion Certificate made by the Subject Entities attached hereto asAttachment B), made such inquiries of officials of the Subject Entities, and considered such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein.
June 4, 2012
Page 2 of 5
In such examination, we have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. In making our examination of documents executed by entities we have assumed: (i) other than with respect to the Subject Entities, that each other entity has the power and authority to execute and deliver, and to perform and observe the provisions of such documents, and the due authorization by each such entity of all requisite action; and (ii) the due execution and delivery of such documents by each such entity, and that such documents constitute the legal, valid and binding obligations of each such entity.
We express no opinion as to the applicability of, compliance with or effect of, the law of any jurisdiction other than the substantive laws (excluding its applicable choice of law rules) of the State of Oklahoma (the “Opinion Jurisdiction”). None of the opinions or other advice contained in this letter considers or covers any federal, state or foreign securities (or “blue sky”) laws or regulations. We express no opinion concerning the contents of the Registration Statement or any related prospectus. The Exchange Notes may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date of this opinion, which laws are subject to change with possible retroactive effect. We have no obligation to update or supplement the opinions herein to reflect any changes in law that may hereafter occur or become effective. We have also assumed that the constitutionality of validity of a relevant statute, rule, regulation or agency action is not in issue unless a reported decision in the Opinion Jurisdiction has established its unconstitutionality or invalidity.
Based upon and subject to the limitations, assumptions and qualifications set forth herein, we are of the opinion that:
1. | Each of the Subject Entities has been duly organized under the laws of its jurisdiction of organization as set forth onAttachment A hereto and is validly existing and in good standing under the laws of such jurisdiction. |
2. | Each of the Subject Entities has the organizational power to enter into and perform its obligations under the Indenture. |
3. | The execution, delivery and performance of the Indenture have been duly authorized by all necessary organizational action on the part of the Subject Entities. |
4. | The Guarantee by the Subject Entities with respect to the Exchange Notes has been duly authorized by the Subject Entities. |
The opinions set forth herein are limited to, and no opinion is implied or may be inferred beyond, the matters expressly stated herein.
June 4, 2012
Page 3 of 5
We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the Prospectus which is a part of the Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required under Section 7 of the Securities Act. We also consent to Kirkland & Ellis, LLP, relying on this opinion.
Very truly yours,
/s/ Phillips Murrah P.C.
PHILLIPS MURRAH P.C.
June 4, 2012
Page 4 of 5
Schedule A
Subject Entities
Entity Name | Entity Type | Jurisdiction of Organization | ||
Advanced Financial Solutions, Inc. | Corporation | Oklahoma | ||
Endpoint Exchange LLC | Limited Liability Company | Oklahoma |