Exhibit 5.2
June 2, 2020
Joy Lambert Phillips, Esq.
Executive Vice President, General Counsel and Corporate Secretary
Re:Hancock Whitney Corporation Registration Statement onForm S-3
Ladies and Gentlemen:
I am the Executive Vice President, General Counsel and Corporate Secretary to Hancock Whitney Corporation, a Mississippi corporation (the “Company”). This letter is delivered in connection with the registration of $150 million aggregate principal amount of the Company’s 6.25% Subordinated Notes due 2060 (the “Notes”) under a Registration Statementon Form S-3 (333-229371) filed on January 25, 2019 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Notes were offered for sale pursuant to the base prospectus accompanying the Registration Statement, as supplemented by a prospectus supplement relating to the Notes dated May 26, 2020 (the base prospectus, the prospectus supplement and any amendments thereto, collectively, the “Prospectus”). The Notes are to be issued under an indenture, dated as of March 9, 2015 (the “Base Indenture”), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 1, dated as of June 2, 2020 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) ofRegulation S-K under the Securities Act.
In connection with rendering the opinions set forth below, I, or attorneys under my supervision (including Alston & Bird LLP), have examined the Registration Statement, the Prospectus contained therein, the Indenture, the Articles of Incorporation of the Company, as certified by the Secretary of State of the State of Mississippi, the Bylaws of the Company, resolutions of the Board of Directors of the Company adopted on May 19, 2020. I have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth below. In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. I have also made such other investigation as I have deemed appropriate.
