Exhibit 5.1
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Troutman Pepper Hamilton Sanders LLP 401 9th Street, N.W., Ste. 1000 Washington, DC 20004 troutman.com | |  |
February 28, 2022
Western Alliance Bancorporation
One E. Washington Street
Suite 1400
Phoenix, Arizona 85004
Ladies and Gentlemen:
We are acting as counsel to Western Alliance Bancorporation, a Delaware corporation (the “Company”), in connection with (i) the registration statement on Form S-3ASR (File No. 333-256120) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2021 relating to the offer and sale from time to time of certain securities of the Company including the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and the accompanying prospectus dated May 14, 2021 (the “Base Prospectus”) and (ii) the preparation of the prospectus supplement, dated February 28, 2022 (the “Prospectus Supplement,” and together with the Base Prospectus and all documents incorporated by reference therein, the “Prospectus”) relating to the offer and sale by the Company from time to time of up to 3,000,000 shares of Common Stock (the “Shares”), pursuant to the Distribution Agreement, dated June 3, 2021, amended on November 18, 2021, and further amended on February 28, 2022, by and among the Company and J.P. Morgan Securities LLC and Piper Sandler & Co., each as an Agent (as amended, the “Distribution Agreement”), as described in the Prospectus Supplement.
This opinion is being furnished to you at your request in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K, as promulgated by the SEC.
For purposes of the opinions we express below, we have examined the originals or copies, certified or otherwise identified, of (i) the amended and restated certificate of incorporation (the “Certificate of Incorporation”) and amended and restated bylaws of the Company, each as amended and/or restated to date, (ii) the Registration Statement, including the Prospectus, and all exhibits thereto, (iii) the Distribution Agreement, (iv) certain corporate records of the Company, including resolutions of the Board of Directors of the Company (the “Board”) or a duly authorized committee thereof (the “Resolutions”), certificates of public officials and of representatives of the Company, and (v) certain statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed.
In connection with rendering the opinions set forth below, we have assumed without verification (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified, photostatic or electronic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of signatures not witnessed by us, including electronic signatures, (v) the due authorization, execution and delivery of all documents by all parties, other than the Company, and the validity, binding effect and enforceability thereof, and (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.