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F.N.B. Corporation December 11, 2024 Page 2 | |  |
6. The Company’s Articles of Incorporation and Bylaws, in each case as amended through the date hereof;
7. The Indenture; and
8. The form of global note representing the Notes.
We have also reviewed and relied upon such other documents, proceedings and records relating to the Company and the authorization, issuance and sale of the Notes, and certificates of public officials, as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein. As to certain factual matters, we have relied, to the extent we deemed appropriate, upon the representations, warranties and agreements of the Company set forth in the Underwriting Agreement. In the course of such examination, we have assumed the genuineness of all signatures, the authenticity of the originals of the documents submitted, and the conformity to original and certified documents of all copies submitted to us as copies.
On the basis of the foregoing, and subject to the assumptions, qualifications, exceptions and limitations set forth herein, we are of the opinion that, the Notes have been duly authorized for issuance under the Indenture and duly executed by the Company and, when duly authenticated by the Trustee in accordance with the Indenture and delivered to the Underwriters against payment therefor in accordance with the terms of the Underwriting Agreement, will be validly issued and will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms.
The opinion expressed above is subject to the following assumptions, exceptions, and qualifications (i) laws relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, moratorium and other similar laws and decisions relating to or affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) standards and concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief. Such principles are of general application, and in applying such principles a court, among other things, might decline to order the Company to perform covenants. We express no opinion with respect to the validity, binding effect or enforceability of any provisions in the Indenture or the Notes with respect to waiver, delay, extension or omission of notice or enforcement of rights or remedies, waivers of defenses or waivers of benefits of stay, extension, moratorium, redemption, statutes of limitations or other non-waivable benefits provided by operation of law. In addition, the enforceability of any exculpatory, indemnification or contribution provisions contained in the Indenture may be limited by applicable law or public policy.
The foregoing opinion is limited to the law of the State of New York and the Business Corporation Law of 1988 of the Commonwealth of Pennsylvania.
The opinion expressed herein is given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein.
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issuance of the Notes.
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