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Brighthouse Financial, Inc. | | 2 | | November 22, 2021 |
made in the certificates of public officials, officers and representatives of the Company and other persons delivered to us and (c) made such investigations of law as we have deemed appropriate as a basis for such opinions. In rendering the opinions expressed below, we have assumed, with your permission, without independent investigation or inquiry, (i) the authenticity and completeness of all documents that we examined, (ii) the genuineness of all signatures on all documents that we examined, (iii) the conformity to authentic originals and completeness of documents examined by us that are certified, conformed, reproduction, photostatic or other copies, (iv) the legal capacity of all natural persons executing documents, (v) the corporate or other power and authority of the Depositary to enter into and perform its obligations under the Deposit Agreement and the Global Registered Receipt, (vi) the due authorization, execution and delivery of the Deposit Agreement by the Depositary, (vii) the due authorization, execution, delivery and issuance of the Global Registered Receipt by the Depositary, (viii) the enforceability of the Deposit Agreement and the Global Registered Receipt against the Depositary, (ix) that the statements required by Section 151(f) of the General Corporation Law of the State of Delaware will be furnished in accordance therewith and (x) that, upon the issuance of the Preferred Shares by the Company, such issuance was duly recorded in the stock ledger of the Company.
Based upon and subject to the foregoing and the qualifications and limitations hereinafter set forth, we are of the opinion that:
1. The Preferred Shares are validly issued, fully paid and non-assessable.
2. The Depositary Shares are validly issued and entitle the holder thereof to the benefits provided therein and in the Deposit Agreement.
Our opinions set forth above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws, and other similar laws relating to or affecting creditors’ rights or remedies generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) concepts of good faith, diligence, reasonableness and fair dealing, and standards of materiality.
We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the General Corporation Law of the State of Delaware, each as in effect on the date hereof.
We hereby consent to the filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K filed on November 22, 2021, incorporated by reference in the Registration Statement, and to the reference to our firm under the caption “Validity of Securities” in the Prospectus Supplement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
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Very truly yours, |
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/s/ Debevoise & Plimpton LLP |