Exhibit 5.2
[Letterhead of Wachtell, Lipton, Rosen & Katz]
August 6, 2019
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
Ladies and Gentlemen:
We have acted as special counsel to Huntington Bancshares Incorporated, a Maryland corporation (the “Company”) in connection with the offering and sale by the Company of $800,000,000 aggregate principal amount of its 2.625% Senior Notes due August 6, 2024 (the “Notes”) in an underwritten registered public offering, pursuant to the underwriting agreement (the “Underwriting Agreement”), dated July 30, 2019, by and among the Company and, on behalf of themselves and the several underwriters named therein, Goldman Sachs & Co. LLC, BofA Securities, Inc. and Citigroup Global Markets Inc. The Notes are to be issued under that a Senior Debt Indenture (the “Base Indenture”), dated as of July 30, 2019, between the Company and Deutsche Bank Trust Company Americas (the “Trustee”), as amended and supplemented by a First Supplemental Indenture, dated as of August 6, 2019, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
In connection with the opinion set forth herein, we have examined and relied on originals or copies, certified or otherwise, identified to our satisfaction, of such documents, corporate records, agreements, certificates, and other instruments and such matters of law, in each case, as we have deemed necessary or appropriate for the purposes of this opinion, including the Base Indenture and forms of the Notes and the Supplemental Indenture, which we refer to herein as the “Transaction Documents.” We have also conducted such investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies and the legal capacity of all individuals executing such documents. We have also assumed the valid authorization, execution and delivery of each of the Transaction Documents by each party thereto other than the Company, and we have assumed that each such other party (in the case of parties which are not natural persons) has been duly organized and is validly existing and in good standing under its jurisdiction of organization, that each such other party has the legal capacity, power and authority to perform its obligations thereunder and that each of the Transaction Documents constitutes the valid and binding obligation of all such other parties, enforceable against them in accordance with its terms.
We are members of the Bar of the State of New York, and this opinion is limited to the federal securities laws of the United States of America and the laws of the State of New York, in each case as in effect on the date hereof. We have not considered, and we express no opinion or belief as to matters of the laws of any other jurisdiction or as to any matters arising thereunder or relating thereto.
