Attached files
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| 8-K - FORM 8K - BlackRock Inc. | blackrock.htm |
Exhibit
5.1
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February
12, 2010
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BlackRock,
Inc.
40
East 52nd
Street
New
York, NY 10022
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Re:
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BlackRock,
Inc.
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Registering
Stockholder Prospectus
Supplement
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Ladies
and Gentlemen:
We
have acted as special counsel to BlackRock, Inc., a Delaware corporation (the
“Company”), in connection with the public offering by certain selling
stockholders of the Company (the “Selling Stockholders”) of (i) 4,963,425 shares
(“Selling Stockholder Common Stock”) of common stock, par value $.01 per share,
of the Company (“Common Stock”) and (ii) 2,860,188 shares of Common Stock
issuable upon conversion of Series B Convertible Participating Preferred Stock,
par value $.01 per share (the “Preferred Stock”), of the Company (the
“Conversion Shares” and together with the Selling Stockholder Common Stock, the
“Secondary Shares”.)
This
opinion is being furnished in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Securities Act of 1933 (the “Securities
Act”).
In
rendering the opinions set forth herein we have examined and relied on originals
or copies, certified or otherwise identified to our satisfaction, of the
following:
BlackRock,
Inc.
February
12, 2010
Page
2
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d)
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the
Articles of Incorporation of the Company, as amended to
date;
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e)
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Certificate
of Designations of Series B Convertible Participating Preferred Stock of
BlackRock.(the “Certificate of Designations”);
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f)
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the
By-Laws of the Company, as amended to date; and
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g)
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certain
resolutions of the Board of Directors of the Company and committees
thereof relating to the original issuance and sale of the Preferred Stock,
the Selling Stockholder Common Stock and related
matters.
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We
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 we have
deemed necessary or appropriate as a basis for the opinions set forth
herein.
In
our examination we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as facsimile, electronic, certified or photostatic copies, and the
authenticity of the originals of such copies. In making our examination of
executed documents, we have assumed that the parties thereto, other than the
Company, had the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and the execution and delivery by such
parties of such documents and the validity and binding effect thereof on such
parties. As to any facts material to the opinions expressed herein that we did
not independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company and others
and of public officials.
Our
opinions set forth herein are limited to the General Corporate Law of the State
of Delaware and, to the extent that judicial or regulatory orders or decrees or
consents, approvals, licenses, authorizations, validations, filings, recordings
or registrations with governmental authorities are relevant, to those required
under such laws (all of the foregoing being referred to as “Opined on Law”). We
do not express any opinion with respect to the law of any jurisdiction other
than Opined on Law or as to the effect of any such non-Opined on Law on the
opinions herein stated. The Secondary Shares may be offered from time to time on
a delayed or continuous basis, and this opinion is limited to the laws,
including the rules and regulations under the Securities Act, as in effect on
the date hereof, which laws are subject to change with possible retroactive
effect.
Based
upon the foregoing and subject to the limitations, qualifications, exceptions
and assumptions set forth herein, we are of the opinion that:
1. Upon
conversion of the Preferred Stock in accordance with the terms of the
Certificate of Designations, the Conversion Shares will be validly issued ,
fully paid and nonassessable.
BlackRock,
Inc.
February
12, 2010
Page
3
2. The
Selling Stockholder Common Stock has been validly issued and is fully paid and
nonassessable.
We
hereby consent to the filing of this opinion with the Commission and its
incorporation by reference as Exhibit 5.2 to the Registration Statement. We also
consent to the reference to our firm under the caption “Legal Matters” in the
Prospectus Supplement. In giving this consent, we do not thereby admit that we
are included in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Commission.
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Very
truly yours,
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/s/
Skadden, Arps, Slate, Meagher &
Flom
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