Exhibit 5.1
| | | | | |
| |
Raymond D. Fortin | |
SunTrust Banks, Inc. |
| | Corporate Executive Vice President | | P.O. Box 4418 |
| | General Counsel | | Mail Code 643 |
| | | | Atlanta, GA 30302 |
| | | | Tel 404.588.7165 |
| | | | Fax 404.724.3550 |
| | | | raymond.fortin@suntrust.com |
May 1, 2008
SunTrust Banks, Inc.
303 Peachtree Street, NE
Atlanta, GA 30308
Re:SunTrust Banks, Inc. Form S-8 Registration Statement
Ladies and Gentlemen:
I have acted as counsel for SunTrust Banks, Inc., a Georgia corporation (the “Company”), in connection with the preparation of the Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 (the “Registration Statement”) being filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”).
The Registration Statement relates to 106,652 shares of the Company’s common stock, par value $1.00 (the “Shares”), that may be issued pursuant to, or issued upon the exercise of options granted pursuant to, the GB&T Bancshares, Inc. Stock Option Plan of 1997 and the GB&T Bancshares, Inc. 2007 Omnibus Long-Term Incentive Plan (the “Assumed Plans”) (all such shares and options are referred to herein as the “Shares” and “Options,” respectively) which were assumed by the Company pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated November 2, 2007, by and between the Company and GB&T Bancshares, Inc. (“GB&T”), pursuant to which GB&T merged with and into the Company.
In so acting, I have reviewed such matters of law and examined original, certified, conformed or photographic copies of such other documents, records, agreements and certificates as I have deemed necessary as a basis for the opinions hereinafter expressed. In such review, I have assumed the genuineness of signatures on all documents submitted to me as originals, the conformity to original documents of all copies submitted to me as certified, conformed or photographic copies, and the legal capacity of all natural persons. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents of public officials.
For purposes of the opinions below, I have assumed the following: (1) the Shares that may be issued pursuant to the Assumed Plans or upon exercise of the Options granted pursuant to the Assumed Plans will continue to be duly authorized on the dates of such issuance and (2)
SunTrust Banks, Inc.
May 1, 2008
Page 2
on the date on which any Option is exercised, such Option will have been duly executed, issued and delivered by the Company and will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.
The opinions expressed herein are limited in all respects to the federal laws of the United States of America and laws of the State of Georgia, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect that such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.
Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, I am of the opinion that:
| | a. | | The Shares are duly authorized; and |
| |
| | b. | | When the Shares are issued pursuant to the Assumed Plans or upon exercise of the Options granted pursuant to the Assumed Plans against payment therefor, as the case may be, such Shares will be validly issued, fully paid and nonassessable. |
This opinion is given as of the date hereof, and I assume no obligation to advise you after the date hereof of facts or circumstances that come to my attention, or changes in law that occur, that could affect the opinions contained herein. This opinion is provide for use solely in connection with the filing of the Registration Statement and may not be furnished to or relied upon by any person or entity for any other purpose without my prior written consent.
I hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement and to the use of my name wherever appearing in the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.
| | | | | |
| | Sincerely,
| |
| | /s/ Raymond D. Fortin | |
| | Raymond D. Fortin | |
| | Corporate Executive Vice President and General Counsel | |
