Exhibit 5.1
| SIDLEY AUSTINLLP ONE SOUTH DEARBORN CHICAGO, IL 60603 (312) 853 7000 (312) 853 7036 FAX | BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG LONDON LOS ANGELES | NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C. | |||||
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August 22, 2011
The Western Union Company
12500 East Belford Avenue
Englewood, Colorado 80112
Re:$400,000,000 Aggregate Principal Amount of 3.650 % Notes due 2018
Ladies and Gentlemen:
We have acted as counsel for The Western Union Company, a Delaware corporation (the “Company”), in connection with the issuance and sale of $400,000,000 aggregate principal amount of the Company’s 3.650% Notes due 2018 (the “Notes”) pursuant to the prospectus supplement dated August 17, 2011 (the “Prospectus Supplement”) supplementing the prospectus dated December 3, 2010 (the “Base Prospectus”) that forms a part of the Company’s Registration Statement (the “Registration Statement”) on Form S-3 (File No. 333-170967) filed on December 3, 2010 with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). The Notes are being issued under an Indenture dated as of November 17, 2006, as supplemented by the Supplemental Indenture dated September 6, 2007 (as so supplemented, the “Indenture”), between the Company and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We are familiar with (i) the Registration Statement, (ii) the Prospectus Supplement and the Base Prospectus (collectively, the “Prospectus”), (iii) the Notes in global form, (iv) the Indenture, (v) the executed Underwriting Agreement dated August 17, 2011 (the “Underwriting Agreement”), among the Company, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule II to the Underwriting Agreement, relating to the issuance and sale of the Notes, (vi) (a) certain resolutions of the Board of Directors of the Company adopted on December 8, 2010, November 2, 2010, February 25, 2010 and December 4, 2007, as certified by the Assistant Secretary of the Company on the date hereof as being true, complete and correct and in full force and effect, relating to, among other things, the authorization of the Registration Statement, and the execution and delivery of the Underwriting Agreement and the issuance of the Notes, (b) the Terms Resolutions of certain officers of the Company, adopted on August 17, 2011, as certified by the Assistant Secretary of the Company on the date hereof as being true, complete and correct
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships
The Western Union Company
August 22, 2011
Page 2
and in full force and effect, relating to, among other things, the establishment of the terms of and issuance and sale of the Notes, (c) an Officers’ Certificate of certain officers of the Company, dated August 22, 2011 and certified by the Assistant Secretary of the Company on the date hereof as being true, complete and correct and in full force and effect, relating to, among other things, the issuance of the Notes, and (d) the Authentication Order of the Company requesting the Trustee to authenticate $400,000,000 aggregate principal amount of the Notes represented by a global certificate, and (vii) the amended and restated certificate of incorporation and the by-laws of the Company, in each case, as currently in effect, and as certified by the Assistant Secretary of the Company on the date hereof as being true, complete and in full force and effect.
We have also examined and relied upon originals, or copies of originals, certified or otherwise identified to our satisfaction, of such records of the Company and other corporate documents, have examined such questions of law and have satisfied ourselves as to such matters of fact as we have considered relevant and necessary for the opinion set forth herein. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies thereof submitted to us for examination. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.
This opinion letter is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
Based on the foregoing and subject to the qualifications and limitations set forth herein, we are of the opinion that the Notes constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law).
We hereby consent to the filing of this opinion letter as an Exhibit to the Company’s Current Report on Form 8-K on the date hereof, which Form 8-K will be incorporated by reference into the Registration Statement, and to all references to our firm included in or made a part of the Prospectus. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the related rules promulgated by the SEC.
| Very truly yours, |
| /s/ Sidley Austin LLP |