Exhibit 5.1
Reed SmithLLP
225 Fifth Avenue
Pittsburgh, Pennsylvania 15102
+1 412 288 3131
Fax +1 412 288 3063
reedsmith.com
February 14, 2019
F.N.B. Corporation
One North Shore Center
12 Federal Street
Pittsburgh, Pennsylvania
Re: | Registration Statement on FormS-3 |
Ladies and Gentlemen:
We have acted as counsel to F.N.B. Corporation, a Pennsylvania corporation (the “Corporation”), in connection with the issuance by the Corporation of $120,000,000 aggregate principal amount of the Company’sFixed-to-Floating Rate Subordinated Notes due 2029 (the “Notes”) pursuant to a Registration Statement (No.333-224979) on FormS-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Corporation is filing the Underwriting Agreement and this opinion letter with the Commission on a Current Report on Form8-K (the “Current Report”).
The Notes will be issued under an Indenture, dated as of October 2, 2015, as supplemented and amended by a Second Supplemental Indenture dated as of August 30, 2016, and the Third Supplemental Indenture dated as of the date hereof (collectively, the “Indenture”), in each case between the Corporation and Wilmington Trust, National Association, as trustee (the “Trustee”). The sale of the Notes will be made pursuant to the terms of an Underwriting Agreement (the “Underwriting Agreement”), dated February 14, 2019, by and among, on the one hand, the Corporation, as issuer, and Morgan Stanley & Co. LLC and Sandler O’Neill & Partners, L.P., as representatives of the several underwriters named therein (the “Underwriters”).
In rendering the opinions expressed below, we have reviewed originals or copies of the following documents: (i) the Registration Statement; (ii) the prospectus dated May 16, 2018 (the “Prospectus”), forming a part of the Registration Statement, as supplemented by the definitive prospectus supplement dated February 11, 2019 (the “Prospectus Supplement”) relating to the Notes; (iii) the Underwriting Agreement; (iv) the Indenture; (v) the form of the Notes; and (vi) such certificates, statements and results of inquiries of public officials and officers and representatives of the Corporation and originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, certificates and instruments, in each case as we have deemed necessary or appropriate to enable us to render the opinion expressed
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