We have acted as special counsel to Wilshire Bancorp, Inc., a California corporation (the “Company”), in connection with the Company’s registration statement on Form S-3 (File No. 333-161847) (the “Registration Statement”) which became effective on September 16, 2009 with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”). Pursuant to a prospectus supplement (the “Supplement”) filed May 11, 2011, the Company is specifying for offering and take-down up to 41,818,140 shares of the Company’s common stock, no par value per share (the “Common Stock”).
In connection with this opinion, we have made such investigations and examined such records, including a copy of the Company’s Articles of Incorporation, as amended and restated (the “Articles of Incorporation”), and the Company’s Second Amended and Restated Bylaws, in each case certified to us on the date hereof as being complete, accurate, and in effect, a certificate dated a recent date from the Secretary of State of the State of California as to the existence of the Company, an executed copy of the Registration Statement duly executed by the directors of the Company, and such corporate documents, minutes and resolutions as we have deemed necessary for the purposes of rendering this opinion letter.
We have also examined and are familiar with the originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the preparation of this opinion. In expressing this opinion, we have relied, as to any questions of fact upon which our opinion is predicated, upon representations and certificates of the officers of the Company.
In rendering this opinion letter we have assumed:
(1) the genuineness of all signatures and the authenticity and completeness of all documents submitted to us as originals;
