Exhibit 5.2
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August 11, 2020
Wesbanco, Inc.
1 Bank Plaza
Wheeling, West Virginia 26003
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the “Act”) of 6,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the 6.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, no par value per share, with a liquidation preference of $1,000.00 per share (equivalent to $25.00 per Depositary Share) (the “Preferred Stock”), of Wesbanco, Inc. (the “Company”), and evidenced by depositary receipts (the “Depositary Receipts”) issued pursuant to the Deposit Agreement, dated as of August 11, 2020 (the “Deposit Agreement”), among the Company, Computershare Inc. and Computershare Trust Company, N.A., acting jointly, as depositary (the “Depositary”), and the holders from time to time of the Depositary Receipts, we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion, upon due issuance by the Depositary of the Depositary Receipts evidencing the Depositary Shares against the deposit of the Preferred Stock in accordance with the provisions of the Deposit Agreement and payment therefor in accordance with the Underwriting Agreement, dated August 4, 2020, between the Company and the several Underwriters named therein, the Depositary Receipts will entitle the persons in whose names the Depositary Receipts are registered to the rights specified therein and in the Deposit Agreement, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
The foregoing opinion is limited to the laws of the State of New York and the laws of the State of West Virginia, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of West Virginia law, we have relied upon the opinion, dated the date hereof, of Phillips, Gardill, Kaiser & Altmeyer, PLLC (“PGKA”) with PGKA’s permission, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of PGKA.
K&L GATES LLP
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