Exhibit 5.1
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| | Reed Smith LLP 225 Fifth Avenue Pittsburgh, Pennsylvania 15222 +1 412 288 3131 Fax +1 412 288 3063 reedsmith.com |
August 25, 2022
F.N.B. Corporation
One North Shore Center
12 Federal Street
Pittsburgh, Pennsylvania
Re: | Registration Statement on Form S-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 $350,000,000 aggregate principal amount of the Company’s 5.150% Senior Notes due 2025 (the “Notes”) pursuant to a Registration Statement (No. 333-256128) on Form S-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 Form 8-K (the “Current Report”).
The Notes will be issued under an Indenture, dated as of February 24, 2020, as supplemented and amended by a Second Supplemental Indenture dated as of August 25, 2022, (together, 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 August 18, 2022, by and among, on the one hand, the Corporation, as issuer, and Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, 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 14, 2021 (the “Prospectus”), forming a part of the Registration Statement, as supplemented by the definitive prospectus supplement dated August 18, 2022 (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 herein. In our review, we have assumed the genuineness of all signatures on all documents examined by us, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals, and the conformity with authentic original documents of all documents submitted to us as copies. We have further assumed, as to matters of fact, the truthfulness of the representations made in certificates of public officials and of officers of the Corporation.
ABU DHABI ◆ ATHENS ◆ AUSTIN ◆ BEIJING ◆ BRUSSELS ◆ CENTURY CITY ◆ CHICAGO ◆ DALLAS ◆ DUBAI ◆ FRANKFURT ◆ HONG KONG HOUSTON ◆ KAZAKHSTAN ◆ LONDON ◆ LOS ANGELES ◆ MIAMI ◆ MUNICH ◆ NEW YORK ◆ PARIS ◆ PHILADELPHIA ◆ PITTSBURGH ◆ PRINCETON RICHMOND ◆ SAN FRANCISCO ◆ SHANGHAI ◆ SILICON VALLEY ◆ SINGAPORE ◆ TYSONS ◆ WASHINGTON, D.C. ◆ WILMINGTON