Attached files

file filename
8-K - FORM 8-K - UNIVERSAL CORP /VA/d8k.htm
EX-5.1 - EXHIBIT 5.1 - UNIVERSAL CORP /VA/dex51.htm
EX-1.1 - EXHIBIT 1.1 - UNIVERSAL CORP /VA/dex11.htm
EX-8.1 - EXHIBIT 8.1 - UNIVERSAL CORP /VA/dex81.htm

Exhibit 5.2

[Letterhead of Universal Corporation]

November 17, 2009

Universal Corporation,

9201 Forst Hill Avenue

Richmond, Virginia 23235

Dear Sirs:

In connection with the registration under the Securities Act of 1933 (the “Act”) of $100,000,000 principal amount of 6.250% Senior Notes due 2014 (the “Securities”) of Universal Corporation, a Virginia corporation (the “Company”), I, as General Counsel and Secretary of the Company, have examined such corporate records, certificates and other documents, and such questions of law as I have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, I advise you that, in my opinion:

1. the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Commonwealth of Virginia, with full corporate power and authority to issue and sell the Securities as contemplated in the registration statement relating to the Securities (the “Registration Statement”);

2. the Indenture, dated as of February 1, 1991 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to JPMorgan Chase Bank, N.A. (formerly known as Chemical Bank), as


Universal Corporation   -2-

 

trustee (the “Indenture”), has been duly authorized, executed and delivered by the Company and duly qualified under the Trust Indenture Act of 1939; and

3. when the Registration Statement has become effective under the Act, the terms of the Securities and of their issuance and sale have been duly established in conformity with the Indenture under which they are to be issued so as not to violate any applicable law or result in a default under, or breach, of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and such Securities have been duly executed and authenticated in accordance with the Indenture and issued and sold as contemplated by the Registration Statement, such Securities will constitute a valid and legally binding obligation of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

The foregoing opinion is limited to the laws of the Commonwealth of Virginia, and I am expressing no opinion as to the effect of the laws of any other jurisdiction.


I have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by me to be responsible, and I have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee thereunder, an assumption that I have not independently verified.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the heading “Legal Matters” in the Prospectus.

 

Very truly yours,

/s/ Preston D. Wigner

Preston D. Wigner