Attached files
file | filename |
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8-K - FORM 8-K - MGIC INVESTMENT CORP | c57696e8vk.htm |
EX-1.1 - EX-1.1 - MGIC INVESTMENT CORP | c57696exv1w1.htm |
EX-1.2 - EX-1.1 - MGIC INVESTMENT CORP | c57696exv1w2.htm |
EX-5.1 - EX-5.1 - MGIC INVESTMENT CORP | c57696exv5w1.htm |
Exhibit 5.2
ATTORNEYS AT LAW |
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777 EAST WISCONSIN AVENUE | ||
MILWAUKEE, WI 53202-5306 | ||
414.271.2400 TEL | ||
414.297.4900 FAX | ||
foley.com |
April 21, 2010
MGIC Investment Corporation
MGIC Plaza, 250 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
MGIC Plaza, 250 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
Ladies and Gentlemen:
We have acted as counsel for MGIC Investment Corporation, a Wisconsin corporation (the
Company), in conjunction with the preparation of a Registration Statement on Form S-3
(Registration No. 333-166175) (the Registration Statement), including the prospectus constituting
a part thereof, dated April 20, 2010, and the prospectus supplement, dated April 21, 2010
(collectively, the Prospectus), filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the Securities Act), relating to the issuance and
sale by the Company in the manner set forth in the Registration Statement and the Prospectus of (i)
$300,000,000 aggregate principal amount of the Companys 5% convertible senior notes due 2017, and
(ii) up to $45,000,000 aggregate principal amount of the Companys 5% convertible senior notes due
2017 pursuant to the over-allotment option granted by the Company to the underwriters (the
convertible senior notes described in clauses (i) and (ii) are collectively referred to as the
Convertible Notes). The Convertible Notes will be issued under the Senior Indenture, dated
October 15, 2000 (the Indenture), between the Company and U.S. Bank National Association, as
successor trustee (the Trustee), and a Supplemental Indenture, to be dated April 26, 2010 (the
Supplemental Indenture), establishing the terms and providing for the issuance of the Convertible
Notes. The conversion rate will initially be 74.4186 shares of the Companys common stock, $1.00
par value (the Common Stock) and related Common Share Purchase Rights (the Rights), per $1,000
principal amount of notes (equivalent to a conversion price of approximately $13.44 per share of
Common Stock), which number is subject to adjustment as described in the Prospectus (the Shares).
The terms of the Rights are set forth in that certain Amended and Restated Rights Agreement, dated
as of July 7, 2009, between the Company and Wells Fargo Bank, National Association, as amended to
date (the Rights Agreement).
In connection with our representation, we have examined or are otherwise familiar with: (i)
the Registration Statement, including the Prospectus; (ii) the Companys Articles of Incorporation
and Amended and Restated By-Laws, each as amended to date; (iii) the Indenture and the Supplemental
Indenture; (iv) resolutions of the Companys Board of Directors and the Special Offering Committee
of the Board of Directors relating to the authorization of the issuance of the Convertible Notes
subject to the Registration Statement; and (v) such other proceedings, documents and records as we
have deemed necessary to enable us to render this opinion.
In our examination of the above-referenced documents, we have assumed the genuineness of
all signatures, the authenticity of all documents, certificates and instruments
BOSTON BRUSSELS CHICAGO DETROIT |
JACKSONVILLE LOS ANGELES MADISON MIAMI |
MILWAUKEE NEW YORK ORLANDO SACRAMENTO |
SAN DIEGO SAN DIEGO/DEL MAR SAN FRANCISCO SHANGHAI |
SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C. |
April 21, 2010
Page 2
submitted to us as
originals and the conformity with the originals of all documents submitted to us as copies.
Based upon the foregoing, assuming that the Indenture and Supplemental Indenture have been
duly authorized, executed and delivered by, and represent the valid and binding obligation, of the
Trustee, and having regard for such legal considerations as we deem relevant, we are of the opinion
that:
1. The Convertible Notes, when executed, authenticated and issued in accordance with the
Indenture and the Supplemental Indenture and in the manner and for the consideration contemplated
by the Registration Statement and the Prospectus, will be legally issued and valid and binding
obligations of the Company enforceable in accordance with their terms.
2. The Shares, when issued in the manner described in the Registration Statement and in
accordance with the Indenture, the Supplemental Indenture and the Convertible Notes, will be
validly issued, fully paid and nonassessable.
3. The Rights attached to the Shares when issued pursuant to the Rights Agreement will be
validly issued.
With respect to the foregoing opinion, at one time Section 180.0622(2)(b) of the Wisconsin
Business Corporation Law imposed personal liability upon shareholders for debts owing to employees
of the Company for services performed, but not exceeding six months service in any one case. This
statutory provision was repealed by 2005 Wisconsin Act 474, which provided that the repeal applies
to debts incurred on or after June 14, 2006.
We consent to the deemed incorporation by reference of this opinion into the Registration
Statement and the references to our firm therein. In giving our consent, we do not admit that we
are experts within the meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.
Very truly yours, |
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/s/ Foley & Lardner LLP | ||||