Exhibit 5.1
 | Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com |
May 12, 2015
Board of Directors
Anthem, Inc.
120 Monument Circle
Indianapolis, Indiana 46204-4903
Ladies and Gentlemen:
We are acting as special counsel to Anthem, Inc., an Indiana corporation (the “Company”), in connection with the Underwriting Agreement, dated May 6, 2015 (the “Underwriting Agreement”), among the Company and Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives (the “Representatives”) of the several underwriters named in Exhibit A thereto, relating to the proposed issuance by the Company of 25,000,000 Equity Units, initially consisting of Corporate Units (the “Units”) pursuant to the Company’s automatic shelf registration statement on Form S-3 (333-200749) filed with the Securities and Exchange Commission on December 5, 2014 and amended by Post-Effective Amendment No. 1 to the Registration Statement filed with the Securities and Exchange Commission on April 29, 2015 (as amended, the “Registration Statement”). Each Unit is comprised of (i) a purchase contract (each, a “Purchase Contract”) obligating the holder to purchase from the Company a certain number of shares of the Company’s common stock, par value $0.01 per share, and (ii) a 1/20, or 5%, undivided ownership in $1,000 principal amount of the Company’s 1.90% Remarketable Subordinated Notes due 2028 (the “Notes”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
For the purposes of this opinion letter, we have assumed that (i) The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) under the Indenture, dated as of May 12, 2015, between the Company and the Trustee (the “Base Indenture”), filed as Exhibit 4.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 12, 2015, and incorporated into the Registration Statement by reference, as supplemented by the First Supplemental Indenture, dated as of May 12, 2015 (the “First Supplemental Indenture,” and together with the Base Indenture, the
Board of Directors
Anthem, Inc.
May 12, 2015
Page 2
“Indenture”), has all requisite power and authority under all applicable laws, regulations and governing documents to execute, deliver and perform its obligations under the Indenture and has complied with all legal requirements pertaining to its status as such status relates to the Trustee’s right to enforce the Indenture against the Company, (ii) The Bank of New York Mellon Trust Company, N.A., as purchase contract agent (the “Purchase Contract Agent”) under the Purchase Contract and Pledge Agreement, dated as of May 12, 2015, between the Company and the Purchase Contract Agent (the “Purchase Contract and Pledge Agreement,” and together with the Indenture, the “Transaction Documents”), filed as Exhibit 4.4 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 12, 2015, and incorporated into the Registration Statement by reference, has all requisite power and authority under all applicable laws, regulations and governing documents to execute, deliver and perform its obligations under the Indenture and has complied with all legal requirements pertaining to its status as such status relates to the Purchase Contract Agent’s right to enforce the Purchase Contract and Pledge Agreement against the Company, (iii) each party to the Transaction Documents (other than the Company) has duly authorized, executed and delivered each Transaction Document to which it is a party, (iv) each party to any of the Transaction Documents (other than the Company) is validly existing and in good standing in all necessary jurisdictions, (v) each Transaction Document to which any party to any of the Transaction Documents (other than the Company) is a party constitutes a valid and binding obligation, enforceable against each such party (other than the Company) in accordance with its terms, (vi) there has been no material mutual mistake of fact or misunderstanding or fraud, duress or undue influence in connection with the negotiation, execution and delivery of the Transaction Documents, and the conduct of all parties to the Transaction Documents has complied with any requirements of good faith, fair dealing and conscionability, and (vii) there are and have been no agreements or understandings among the parties, written or oral, and there is and has been no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Transaction Documents. We also have assumed the validity and constitutionality of each relevant statute, rule, regulation and agency action covered by this opinion letter.
This opinion letter is based as to matters of law solely on the applicable provisions of the laws of the State of New York (but not including any laws, statutes, ordinances, administrative decisions, rules or regulations of any political subdivision below the state level), as currently in effect. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations (and in particular, we express no opinion as to any effect that such other laws, statutes, ordinances, rules, or regulations may have on the opinion expressed herein). Insofar as the opinion expressed herein relates to or is dependent upon matters governed by Indiana law, we have relied, without independent investigation, upon, and our opinion expressed herein is subject to all of the qualifications, assumptions and limitations expressed in, the opinion of Faegre Baker Daniels, LLP, special counsel to the Company in the State of Indiana. A copy of such opinion letter, dated as of the date hereof, is to be filed as Exhibit 5.2 to the Current Report on Form 8-K relating to the offer and sale of the Notes described below.
Based upon, subject to and limited by the foregoing, we are of the opinion that:
(a) The Units have been duly authorized on behalf of the Company and that, following (i) issuance of the Units pursuant to the terms of the Underwriting Agreement, and (ii) receipt by the Company of the consideration for the Units specified in the Underwriting Agreement, the Units will be validly issued.
(b) The Notes have been duly authorized on behalf of the Company and that, following (i) receipt by the Company of the consideration for the Units specified in the Underwriting Agreement and (ii) the due execution, authentication, issuance and delivery of the Notes pursuant to the terms of the Indenture, the Notes will constitute valid and binding obligations of the Company.
Board of Directors
Anthem, Inc.
May 12, 2015
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(c) The Purchase Contracts have been duly authorized on behalf of the Company and that, following (i) receipt by the Company of the consideration for the Units specified in the Underwriting Agreement and (ii) the due execution, authentication, issuance and delivery of the certificates evidencing the Units pursuant to the terms of the Purchase Contract and Pledge Agreement, the Purchase Contracts will constitute valid and binding obligations of the Company.
This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K on the date hereof, which Form 8-K will be incorporated by reference into the Registration Statement and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this letter.
Board of Directors
Anthem, Inc.
May 12, 2015
Page 4
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus dated May 6, 2015 that forms part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.
Very truly yours,
/s/ HOGAN LOVELLS US LLP
HOGAN LOVELLS US LLP