Exhibit 5.2
[Letterhead of Wachtell, Lipton, Rosen & Katz]
November 27, 2019
Triumph Bancorp, Inc.
12700 Park Central Drive, Suite 1700
Dallas, Texas 75251
| Re: | 4.875%Fixed-to-Floating Rate Subordinated Notes due 2029 |
Ladies and Gentlemen:
We have acted as special counsel to Triumph Bancorp, Inc., a Texas corporation (the “Company”), in connection with the sale to the Underwriters (as defined below) by the Company on the date hereof of an aggregate of $39,500,000 aggregate principal amount of 4.875%Fixed-to-Floating Rate Subordinated Notes due 2029 (the “Notes”), pursuant to the Underwriting Agreement, dated November 21, 2019 (the “Underwriting Agreement”), between the Company and Keefe, Bruyette & Woods, Inc. (the “Underwriter”). The Notes were issued pursuant to the Indenture, dated as of September 30, 2016, as supplemented by the Second Supplemental Indenture, dated as of November 27, 2019, between the Company and Wells Fargo Bank, National Association, as Trustee (the “Trustee”) (together, the “Indenture,” and together with the Underwriting Agreement and the Notes, the “Transaction Documents”).
The Notes were registered under the Securities Act of 1933, as amended (the “Act”), pursuant to the Registration Statement on FormS-3 (FileNo. 333-223411) filed by the Company under the Act with the Securities and Exchange Commission (the “Commission”), on March 30, 2018 (the “Registration Statement”). On November 22, 2019, the Company filed with the Commission a Prospectus Supplement dated November 21, 2019 (the “Prospectus”) describing the final terms of the Notes pursuant to Rule 424(b)(5) of the Act.
We have relied, to the extent we deem proper, on (i) guidance of the Staff of the Commission and (ii) oral and written representations and certificates or comparable documents of responsible officers and representatives of the Company and, in certain instances, upon the representations and warranties of the Company contained in the Transaction Documents, as well as upon certificates or other written statements from public officials. We have further assumed, to the extent we deem proper, the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such copies. We have not independently verified any such information or assumptions.
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