Exhibit 5.1
GIBSON, DUNN & CRUTCHER LLP
LAWYERS
A REGISTERED LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
200 Park Avenue, New York, New York 10166-0193
(212) 351-4000
www.gibsondunn.com
May 22, 2009
| Direct Dial | Client Matter No. | |
| (212) 351-4000 | 67293-00088 |
Fax No.
(212) 351-4035
Capital One Financial Corporation
1680 Capital One Drive
McLean, Virginia 22102
| Re: | Capital One Financial Corporation |
Registration Statement on Form S-3 (Registration No. 333-159085)
$1,000,000,000.00 7.375% Senior Notes due 2014
Ladies and Gentlemen:
We have examined: (i) the Registration Statement on Form S-3 (Registration No. 333-159085) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on May 8, 2009 of Capital One Financial Corporation (the “Company”) for the registration of the Company’s senior debt securities, subordinated debt securities, junior subordinated debt securities, preferred stock, depositary shares, common stock, purchase contracts, warrants and units (the “Registration Statement”); (ii) the prospectus dated May 8, 2009 forming a part thereof, together with the documents incorporated therein by reference; (iii) the preliminary prospectus supplement dated May 19, 2009, in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act on May 19, 2009; and (iv) the final prospectus supplement dated May 19, 2009 in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act on May 20, 2009 in connection with the offering by the Company of $1,000,000,000.00 aggregate principal amount of its 7.375% Senior Notes due 2014 (the “Notes”).
We have examined originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such documents as we have deemed relevant and necessary as the basis for the opinion set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to this opinion, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.
Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that the Notes constitute legal, valid and binding obligations of the Company.
We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and the United States of America. This opinion is limited to the current laws of the States of New York and the current federal laws of the United States, and to the current judicial interpretations thereof and to the facts as they exist on the date hereof. We assume no obligation to revise or supplement our opinion should the present laws, or the interpretation thereof, be changed in respect of any circumstances or events that occur subsequent to the date hereof.
We consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on May 22, 2009, and we further consent to the use of our name under the caption “Validity of the Notes” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
| Very truly yours, |
| /s/ Gibson, Dunn & Crutcher LLP |
