Exhibit 5.1
[LETTERHEAD OF VENABLE LLP]
April 25, 2019
NCR Corporation
864 Spring Street NW
Atlanta, GA 30308
| Re: | Registration Statement on FormS-3 |
Ladies and Gentlemen:
We have served as Maryland counsel to NCR Corporation, a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of (i) 611,703 shares (the “Preferred Shares”) of Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Series A Preferred Stock”), and (ii) 20,389,896 shares (the “Common Shares” and, together with the Preferred Shares, the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). 498,424 Preferred Shares (the “Issued Preferred Shares”) were issued to the stockholders of the Company named in the Registration Statement under the caption “Selling Stockholders” (the “Selling Stockholders”) as part of the original issuance of the Preferred Shares or as dividends paid in kind on the Preferred Shares and 113,279 Preferred Shares (the “PIK Preferred Shares”) are issuable as dividends paid in kind on issued and outstanding Preferred Shares. The Preferred Shares and the Common Shares, which are issuable upon conversion of Preferred Shares, may be sold from time to time by the Selling Stockholders.
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement and the related form of prospectus included therein in the form in which it was transmitted to the Commission under the 1933 Act;
2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;
NCR Corporation
April 25, 2019
Page 2
4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
5. Resolutions adopted by the Board of Directors of the Company relating to, among other matters, the issuance of the Shares, certified as of the date hereof by an officer of the Company;
6. A certificate executed by an officer of the Company, dated as of the date hereof; and
7. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. Upon the issuance of any of the Common Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.
NCR Corporation
April 25, 2019
Page 3
6. Upon the issuance of any of the Preferred Shares, the total number of shares of Series A Preferred Stock issued and outstanding will not exceed the total number of shares of Series A Preferred Stock that the Company is then authorized to issue under the Charter.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Issued Preferred Shares has been duly authorized and the Issued Preferred Shares are validly issued, fully paid and nonassessable.
3. The issuance of the PIK Preferred Shares has been duly authorized and, when and to the extent issued in accordance with the Charter and the Resolutions, the PIK Preferred Shares will be validly issued, fully paid and nonassessable.
4. The issuance of the Common Shares has been duly authorized and, when and to the extent issued upon conversion of the Preferred Shares in accordance with the Charter and the Resolutions, the Common Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or any other state law. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
| Very truly yours, |
| /s/ Venable LLP |
