Exhibit 5.1
August 29, 2018
WMIH Corp.
8950 Cypress Waters Boulevard
Coppell, Texas 75019
| Re: | WMIH Corp. |
Registration Statement on FormS-3
Ladies and Gentlemen:
We have acted as counsel to WMIH Corp., a Delaware corporation (the “Company”), in connection with the Registration Statement on FormS-3 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the offer and sale by certain stockholders of the Company (the “Selling Stockholders”) named in the Registration Statement of up to 468,243,933 shares of the Company’s common stock, par value $0.00001 per share (the “Secondary Shares”) pursuant to that certain Registration Rights Agreement, dated January 5, 2015, by and among the Company, Citigroup Global Markets Inc. and KKR Capital Markets LLC, as amended by the First Amendment dated January 5, 2018. The Secondary Shares may be sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein and supplements to the prospectus pursuant to Rule 415 under the Act. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of RegulationS-K under the Act.
We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of the Company, all of which we assume to be true, correct and complete.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Secondary Shares have been duly authorized, validly issued and are fully paid andnon-assessable.
WMIH Corp.
August 29, 2018
Page 2
The opinions and other matters in this letter are qualified in their entirety and subject to the following:
| A. | We express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware. |
| B. | This opinion letter is limited to the matters expressly stated herein and no opinion is to be inferred or implied beyond the opinion expressly set forth herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or any other circumstance. |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus forming a part of the Registration Statement under the caption “Legal Matters”. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.
| Very truly yours, |
| /s/ AKIN, GUMP, STRAUSS, HAUER, & FELD LLP |
| AKIN, GUMP, STRAUSS, HAUER, & FELD LLP |