Exhibit 5.1
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| | | | ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX WWW.FOLEY.COM CLIENT/MATTER NUMBER 52406-0138 |
August 12, 2020
MGIC Investment Corporation
250 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
Ladies and Gentlemen:
We have acted as counsel for MGIC Investment Corporation, a Wisconsin corporation (the “Company”), in conjunction with the preparation of a Registration Statement on Form S-3 (Registration No. 333-231284) (the “Registration Statement”), including the prospectus constituting a part thereof, dated May 8, 2019, and the prospectus supplement, dated August 6, 2020 (collectively, the “Prospectus”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance and sale by the Company in the manner set forth in the Registration Statement and the Prospectus of $650,000,000 aggregate principal amount of the Company’s 5.250% Senior Notes due 2028 (the “Notes”). The Notes will be issued under the Indenture, dated October 15, 2000 (the “Indenture”), between the Company and U.S. Bank National Association, as successor trustee (the “Trustee”), and a Fourth Supplemental Indenture, to be dated August 12, 2020 (the “Supplemental Indenture”), establishing the terms and providing for the issuance of the Notes.
In connection with our representation, we have examined: (i) the Registration Statement, including the Prospectus; (ii) the Company’s Articles of Incorporation and Amended and Restated By-Laws, each as amended to date; (iii) the Indenture and the Supplemental Indenture; (iv) resolutions of the Company’s Board of Directors relating to the authorization of the issuance of the Notes subject to the Registration Statement; and (v) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.
In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.
Based upon the foregoing, assuming that the Indenture and Supplemental Indenture have been duly authorized, authenticated and delivered by, and represent the valid and binding obligation of, the Trustee, and having regard for such legal considerations as we deem relevant, we are of the opinion that the Notes, when executed, authenticated and issued in accordance with the Indenture and the Supplemental Indenture and in the manner and for the consideration contemplated by the Registration Statement and the Prospectus, will be legally issued and valid and binding obligations of the Company enforceable in accordance with their terms.
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AUSTIN BOSTON CHICAGO DALLAS DENVER | | DETROIT HOUSTON JACKSONVILLE LOS ANGELES MADISON | | MEXICO CITY MIAMI MILWAUKEE NEW YORK ORLANDO | | SACRAMENTO SAN DIEGO SAN FRANCISCO SILICON VALLEY TALLAHASSEE | | TAMPA WASHINGTON, D.C. BRUSSELS TOKYO |
