Attached files
| file | filename |
|---|---|
| S-1/A - MINISTRY PARTNERS INVESTMENT COMPANY, LLC - MINISTRY PARTNERS INVESTMENT COMPANY, LLC | ministry_s1a-030410.htm |
| EX-23.5 - CONSENT - MINISTRY PARTNERS INVESTMENT COMPANY, LLC | ministry_s1a-ex2305.htm |
Exhibit
5.1
|
BRUCE
J. RUSHALL
EILEEN
L. McGEEVER
LUCI
MONTGOMERY
|
RUSHALL
& McGEEVER
A
PROFESSIONAL CORPORATION
6100
INNOVATION WAY
CARLSBAD,
CALIFORNIA 92009
|
TELEPHONE:
(760) 438-6855
FACSIMILE:
(760) 438-3026
rm@rushallmcgeever.com
|
March 9,
2010
MINISTRY PARTNERS INVESTMENT COMPANY,
LLC
915 West
Imperial Highway, Suite 120
Brea, CA
92821
|
Re:
|
Registration
of $100 Million of Class A Notes
Legality
of Class A Notes
|
Gentlemen:
You have
requested that we, as special legal counsel to Ministry Partners Investment
Company, LLC (the "Company"), render our opinion as to the validity of the
Company's issuance of up to $100,000,000 in principal amount of its Class A
Notes (the "Notes") which are to be issued in three Series, Fixed, Flex and
Variable, in the manner described in the Company's Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on December 23, 2009,
as part of which this letter is being submitted by pre-effective amendment No. 1
(the "Registration Statement").
Based
upon our review of the form of the Notes, the Class A Notes Indenture, the
Registration Statement, the Company's books and records, and such other
documents as we have deemed necessary, it is our opinion that the Notes have
been duly authorized and, when the Notes have been executed and authenticated in
the manner set forth in the Registration Statement and delivered against full
payment therefor: (a) the Notes will constitute the legal, valid, and binding
obligations of the Company; and (b) subject to applicable bankruptcy,
insolvency, and other laws affecting the enforceability of creditors' rights
generally, the Notes will be enforceable as to the Company in accordance with
their terms and the terms of the Indenture.
In
rendering the opinion expressed herein, we have assumed without investigation
that, with respect to each offer, issuance, sale, delivery or performance by the
Company of the Notes in the manner described in the Registration Statement and
each purchase of the Notes by the purchaser thereof: (i) the offer, issuance,
sale, purchase, execution and delivery of the Notes, including the described
documents relating thereto, will not, as to the Company or any other party
thereto, violate or result in a breach of any law, statute, ordinance, rule,
regulation, award, order, decree, or judgment, whether then or subsequently in
effect; (ii) at the time thereof and at all times subsequent thereto, the
persons authorizing for the Company each such offer, issuance, sale, execution,
delivery or performance will not violate any fiduciary or other duty owed by
them; (iii) no event has taken place subsequent to any such offer, issuance,
sale, purchase, execution, delivery or performance will take place which would
cause any such offer, issuance, sale, delivery, purchase, execution, delivery or
performance not to comply with any such law, statute, ordinance, rule,
regulation, order, decree, judgment
or duty, or which would permit the Company or any such other party at any time
thereafter to cancel, rescind, or otherwise avoid any such offer, issuance,
sale, delivery, purchase, execution, performance, transaction, document or oral
agreement; (iv) there was no misrepresentation, omission, or deceit by the
Company, any such other party, or any other person or entity acting for or with
the Company or the purchaser in connection with any such offer, issuance, sale,
purchase, execution, delivery or performance; and (v) each other party to such
offer, issuance, sale, purchase, execution delivery or performance had the
power, authority and capacity to consummate such purchase.
RUSHALL
&
McGEEVER
A PROFESSIONAL CORPORATION
MINISTRY PARTNERS INVESTMENT COMPANY, LLC
March 9,
2010
Page
2
We have
assumed without investigation the authenticity of any documents submitted to us
as an original, the conformity to the originals of any documents submitted to us
as a copy, the genuineness of all signatures, and the legal capacity of natural
persons.
This
opinion is furnished by us as special counsel to you and is solely for your
benefit. We hereby consent to the use of our opinion herein in the Registration
Statement. Except for such use, neither this opinion nor copies hereof may be
relied upon by, delivered to, or quoted in whole or in part to any governmental
agency or other person without our prior written consent.
Very
truly yours,
/s/ Bruce J.
Rushall
BRUCE J.
RUSHALL
for the
Firm of
RUSHALL
& McGEEVER
BJR:cak