Exhibit 5.1
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150 Third Avenue South, Suite 2800
Nashville, TN 37201
(615)742-6200
June 11, 2020
Pinnacle Financial Partners, Inc.
150 Third Avenue South, Suite 900
Nashville, Tennessee 37201
Re: Registration Statement of Pinnacle Financial Partners, Inc. on FormS-3
Ladies and Gentlemen:
We refer to the automatic shelf registration statement on FormS-3 (Registration StatementNo. 333-238707) (the “Registration Statement”) filed by Pinnacle Financial Partners, Inc., a Tennessee corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) on May 27, 2020 under the Securities Act of 1933, as amended (the “Securities Act”), which Registration Statement became effective upon filing pursuant to Rule 462(e) under the Securities Act. Pursuant to the Registration Statement the Company is selling 3,480,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in one of 87,000 shares of the Company’s 6.25% Fixed-RateNon-Cumulative Perpetual Preferred Stock, Series B, liquidation preference of $1,000 per share (the “Preferred Shares”). The Depositary Shares are being sold pursuant to an Underwriting Agreement, dated June 8, 2020, among the Company and Keefe, Bruyette & Woods, Inc., J.P. Morgan Securities LLC and Raymond James & Associates, Inc., as representatives of the underwriters (the “Underwriters”) named therein (the “Underwriting Agreement”). The Depositary Shares will be evidenced by depositary receipts (the “Depositary Receipts”) issued pursuant to a Deposit Agreement, dated June 3, 2020 (the “Deposit Agreement”), among the Company and each of Computershare Inc. and Computershare Trust Company, N.A acting jointly as depositary (the “Depositary”), and the holders from time to time of the Depositary Receipts.
In rendering the opinion expressed herein, we have examined the Registration Statement, the Deposit Agreement and the Underwriting Agreement together with such other documents and corporate records of the Company and certificates of public officials as we have deemed necessary as a basis for rendering the opinion expressed herein. We have also been furnished with, and have relied upon, certificates of officers of the Company with respect to certain factual matters. We have assumed the authenticity of original documents and the genuineness of all signatures, the conformity to the originals of all documents submitted to us as certified or photostatic copies, and the legal capacity of all natural persons.
Based upon and subject to the qualifications, assumptions and limitations set forth herein, we are of the opinion that:
| 1. | The Preferred Shares have been validly issued and are fully paid andnon-assessable. |