Attached files
file | filename |
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8-K - FORM 8-K - SYNOVUS FINANCIAL CORP | g23227e8vk.htm |
EX-4.2 - EX-4.2 - SYNOVUS FINANCIAL CORP | g23227exv4w2.htm |
EX-4.1 - EX-4.1 - SYNOVUS FINANCIAL CORP | g23227exv4w1.htm |
EX-4.3 - EX-4.3 - SYNOVUS FINANCIAL CORP | g23227exv4w3.htm |
EX-1.1 - EX-1.1 - SYNOVUS FINANCIAL CORP | g23227exv1w1.htm |
EX-99.1 - EX-99.1 - SYNOVUS FINANCIAL CORP | g23227exv99w1.htm |
EX-1.2 - EX-1.2 - SYNOVUS FINANCIAL CORP | g23227exv1w2.htm |
Exhibit 5.1
ALANA L. GRIFFIN
Deputy General Counsel
Assistant Secretary
(706) 644-2485
alanagriffin@synovus.com
Deputy General Counsel
Assistant Secretary
(706) 644-2485
alanagriffin@synovus.com
May 4, 2010
Board of Directors
Synovus Financial Corp.
1111 Bay Avenue
Suite 500
Columbus, Georgia 31901
Synovus Financial Corp.
1111 Bay Avenue
Suite 500
Columbus, Georgia 31901
Re: | Synovus Financial Corp. Registration Statement on Form S-3 (File No. 333-166300) |
Ladies and Gentlemen:
I am the Deputy General Counsel and Assistant Secretary to Synovus Financial Corp., a Georgia
corporation (the Company). This opinion is being rendered on behalf of the Company in connection
with the Companys Registration Statement on Form S-3 (File No. 333-166300) (the Registration
Statement) filed with the Securities and Exchange Commission (the Commission) under the
Securities Act of 1933, as amended (the Securities Act).
This opinion is furnished to you pursuant to item 16 of the Commissions Form S-3 and Item
601(b)(5) of the Commissions Regulation S-K in connection with (1) the issuance and sale by the
Company of 293,250,000 shares (the Shares) of the Companys common stock, par value $1.00 per
share (Common Stock), pursuant to the Companys prospectus, dated April 26, 2010 (the Base
Prospectus) included in the Registration Statement and the related preliminary prospectus
supplement dated April 26, 2010 and the related final prospectus supplement dated April 28, 2010
(collectively, the Common Stock Prospectus Supplement and together with the Base Prospectus, the
Common Stock Prospectus), which Shares are being
issued and sold to the several underwriters named in the Underwriting Agreement dated as of April 28, 2010 (the Common Stock Underwriting
Agreement) by and among the Company and J.P. Morgan Securities Inc. as representative of the
several underwriters listed in Schedule 1 thereto and (2) the issuance and sale by the Company of
13,800,000 tangible equity units with a stated amount of $25 per unit (the tMEDS), pursuant to
the Companys Base Prospectus, included in the Registration Statement and the related preliminary
prospectus supplement dated April 26, 2010 and the related final prospectus supplement dated April
28, 2010 (collectively the
tMEDS Prospectus Supplement and together with the Base Prospectus, the tMEDS Prospectus).
Each tMEDS consists of (1) a pre-paid stock purchase contract (each, a Purchase Contract) under
which the holder has purchased and the Company will agree to automatically deliver on May 15, 2013,
subject to early settlement of such Purchase Contract pursuant to the provisions thereof and of the
Purchase Contract Agreement (the Purchase Contract Agreement), dated as of May 4, 2010, among the
Company, The Bank of New York Mellon Trust Company, N.A., as purchase contract agent and the
Trustee (as defined below), a number of shares of Common Stock (the Issuable Common Stock) of the
Company, determined pursuant to the terms of the Purchase Contract and the Purchase Contract
Agreement and (2) a junior subordinated amortizing note with a scheduled final installment payment
date of May 15, 2013 (each, an Amortizing Note) issued by the Company, each of which will have an
initial principal amount of $5.098197 and will pay equal quarterly installments of $0.515625. The
Amortizing Notes will be issued pursuant to a junior subordinated indenture, dated as of May 4,
2010 (as amended and supplemented by that first supplemental indenture dated as of May 4, 2010, the
Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee
(the Trustee). The Purchase Contracts will be issued pursuant to the Purchase Contract
Agreement. The Indenture and the Purchase Contract Agreement are referred to herein collectively
as the Securities Agreements. The Amortizing Notes, the Purchase Contracts and the Issuable
Common Stock are referred to herein collectively as the Component Securities.
In rendering the opinions expressed herein, and except as hereinafter limited, I have examined
the Registration Statement, the Common Stock Prospectus, the tMEDS Prospectus, the Securities
Agreements, the Companys Articles of Incorporation and Bylaws (in each case as amended or
restated), and the records of proceedings of the Board of Directors (including committees thereof)
and shareholders of the Company deemed by me to be relevant to this opinion letter. I have also
made such legal and factual examinations and inquiries as I have deemed necessary for purposes of
expressing the opinions set forth herein.
As to certain factual matters relevant to this opinion letter, I have relied conclusively upon
the representations, warranties and statements made in originals or copies, certified or otherwise
identified to my satisfaction, of such records, agreements, documents and instruments, including
certificates or comparable documents of officers of the Company and of public officials, as I have
deemed appropriate as a basis for the opinion hereinafter set forth. Except to the extent expressly
set forth herein, I have made no independent investigations with regard thereto, and, accordingly,
I do not express any opinion or belief as to matters that might have been disclosed by independent
verification.
In my examination of the relevant documents, I have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the accuracy and completeness of all documents submitted
to me, the authenticity of
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all original documents and the conformity to authentic original documents of all documents
submitted to me as copies (including facsimile and electronic copies). This opinion letter is
given, and all statements herein are made, in context of the foregoing.
Based upon and subject to the foregoing, I am of the opinion that:
(a) the Shares have been duly authorized and, when issued and delivered against payment
therefor as provided in the Common Stock Underwriting Agreement, the Shares will be validly issued,
fully paid and non-assessable, with no pre-emptive rights attaching thereto;
(b) the tMEDS and the Component Securities have been duly authorized by the Company and the
Securities Agreements have been duly authorized, executed and delivered by the Company, and
assuming the Indenture and Purchase Contract Agreement have been duly authorized, executed and
delivered by the Trustee and Purchase Contract Agent, respectively, when issued, executed and
delivered against payment therefor in accordance with the terms of the tMEDS Underwriting Agreement
and the relevant Securities Agreement, the tMEDS and the Component Securities (other than the
Issuable Common Stock) will be valid and binding obligations of the Company, enforceable in
accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors rights generally, concepts of reasonableness and equitable principles of
general applicability, and will be entitled to the benefits of the relevant Securities Agreement
pursuant to which such tMEDS and Component Securities are to be issued, provided that I express no
opinion as to the validity, legally binding effect or enforceability of any provision in the tMEDS
that requires or relates to adjustments to the settlement rate in an amount that a court would
determine in the circumstances under applicable law to be commercially unreasonable or a penalty or
forfeiture; and
(c) the Issuable Common Stock has been duly authorized and reserved for issuance and, when
issued and delivered upon settlement of the Purchase Contracts, will be validly issued, fully paid
and nonassessable, with no preemptive rights attaching thereto.
This opinion is limited to the laws of the State of Georgia and the State of New York, and no
opinion is expressed with respect to the laws of any other jurisdiction or any effect which such
laws may have on the opinions expressed herein. This opinion is limited to the matters expressly
opined on herein, and no opinion may be implied or inferred beyond that expressly stated.
This opinion is delivered for use solely in connection with the issuance of the Shares, tMEDS
and the Component Securities, in the transactions contemplated by the Registration Statement, the
Common Stock Prospectus, the tMEDS Prospectus, the Common Stock Underwriting Agreement and the
tMEDS Underwriting Agreement, and may not be used, circulated, quoted or otherwise
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relied upon for any other purpose without my prior express written consent. This opinion is
delivered as of the date hereof, and I make no undertaking and expressly disclaim any duty to
supplement or update such opinion, if, after the date hereof, facts or circumstances come to my
attention or changes in the law occur which could affect this opinion and the other statements
expressed herein. This opinion is being rendered solely for the benefit of the Company in
connection with the matters addressed herein and is not to be used, circulated, quoted or otherwise
referred to or replied upon by any other person or for any other purpose without my prior express
written consent.
I consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to
the reference to me under the caption Validity of securities in each of the Common Stock
Prospectus Supplement and the tMEDS Prospectus Supplement. In giving my consent, I do not hereby
admit that I am in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours, |
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By: | /s/ Alana. L. Griffin | |||
Name: | Alana L. Griffin | |||
Title: | Executive Vice President General Counsel and Secretary |
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