Attached files
file | filename |
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8-K - FORM 8-K - Fidelity National Financial, Inc. | g23229e8vk.htm |
EX-1.1 - EX-1.1 - Fidelity National Financial, Inc. | g23229exv1w1.htm |
EX-4.2 - EX-4.2 - Fidelity National Financial, Inc. | g23229exv4w2.htm |
EX-4.1 - EX-4.1 - Fidelity National Financial, Inc. | g23229exv4w1.htm |
EX-12.1 - EX-12.1 - Fidelity National Financial, Inc. | g23229exv12w1.htm |
Exhibit 5.1
Dewey & LeBoeuf LLP 1301 Avenue of the Americas New York, NY 10019-6092 |
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tel +1 212 259 8000 fax +1 212 259 6333 |
May 5, 2010
Fidelity National Financial, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
601 Riverside Avenue
Jacksonville, Florida 32204
Re: | Fidelity National Financial, Inc. 6.60% Senior Notes due 2017 |
Ladies and Gentlemen:
We have acted as special counsel for Fidelity National Financial, Inc., a Delaware corporation (the
Company), in connection with the sale to the underwriters (the Underwriters) named in Schedule
1 to the Underwriting Agreement, dated April 30, 2010, between Banc of America Securities LLC and
J.P. Morgan Securities Inc., as Representatives of the Underwriters, and the Company (the
Underwriting Agreement), by the Company of $300,000,000 in aggregate principal amount of its
6.60% Senior Notes due 2017 (the Securities) pursuant to the terms of the Underwriting Agreement.
The Securities are being issued pursuant to the Indenture, dated as of December 8, 2005 (the Base
Indenture), between the Company and The Bank of New York Trust Company, N.A., now known as The
Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee), as supplemented by the
First Supplemental Indenture, dated as of January 6, 2006, between such parties (the First
Supplemental Indenture) and the Second Supplemental Indenture, dated as of May 5, 2010, between
such parties (the Second Supplemental Indenture and, together with the Base Indenture and the
First Supplemental Indenture, the Indenture).
The offer and sale of the Securities is being made pursuant to the Registration Statement (the
Registration Statement) on Form S-3 (Registration No. 333-147391), relating to the Securities and
other securities, filed by the Company with the Securities and Exchange
Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act),
including the prospectus supplement, dated April 30, 2010 (the Prospectus Supplement), filed by
the Company with the Commission on April 30, 2010. This opinion is being furnished in connection
with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined (a) the Registration Statement; (b) the Prospectus Supplement; (c) an executed
copy of the Underwriting Agreement; (d) a copy of a certificate, dated May 5, 2010, representing
the Securities; (e) an executed copy of the Indenture; and (f) such records of the
New York | London multinational partnership | Washington, DC
Albany | Almaty | Beijing | Boston | Brussels | Chicago | Doha | Dubai
Frankfurt | Hong Kong | Houston | Johannesburg (pty ) ltd. | Los Angeles | Milan | Moscow
Paris multinational partnership | Riyadh affiliated office | Rome | San Francisco | Silicon Valley | Warsaw
Albany | Almaty | Beijing | Boston | Brussels | Chicago | Doha | Dubai
Frankfurt | Hong Kong | Houston | Johannesburg (pty ) ltd. | Los Angeles | Milan | Moscow
Paris multinational partnership | Riyadh affiliated office | Rome | San Francisco | Silicon Valley | Warsaw
Fidelity National Financial, Inc.
May 5, 2010
Page 2 of 3
May 5, 2010
Page 2 of 3
corporate
proceedings of the Company as we have deemed necessary as the basis for the opinions expressed
herein. In addition, we have examined the originals (or copies certified or otherwise identified
to our satisfaction) of such other agreements, instruments, certificates, documents and records and
have reviewed such questions of law and made such inquiries as we have deemed necessary or
appropriate for the purposes of the opinions rendered herein.
In such examination, we have assumed, without inquiry, the legal capacity of all natural persons,
the genuineness of all signatures on all documents examined by us, 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
such originals. We have also assumed that the books and records of the Company have been maintained
in accordance with proper corporate procedures. As to any facts material to our opinion, we have,
when the relevant facts were not independently established, relied upon the documents referred to
in clauses (a) through (f) and the aforesaid other agreements, instruments, certificates, documents
and records, as well as upon statements and certificates of officers and other representatives of
the Company and others and of public officials. We have assumed that such statements, and that the
representations in such documents, agreements, instruments, certificates and records, are and will
continue to be true and complete without regard to any qualification as to knowledge or belief.
With your permission, for purposes of the opinion expressed herein, we have assumed that the
Trustee has the power and authority to authenticate the certificate representing the Securities.
Based upon and subject to the foregoing, and subject to the further limitations, qualifications and
assumptions stated herein, we are of the opinion that the issuance of the Securities has been duly
authorized by the Company, the certificate representing the Securities has been duly executed and
delivered by the Company and, when the certificate representing the Securities has been
authenticated and delivered by the Trustee in accordance with the terms of the Indenture and the
Securities have been delivered by the Company to the Underwriters against payment therefor in
accordance with the terms of the Underwriting Agreement and the Indenture, the Securities will
constitute valid and legally binding obligations of the Company and will be enforceable against the
Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent
Fidelity National Financial, Inc.
May 5, 2010
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May 5, 2010
Page 3 of 3
transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and
remedies of creditors generally and to general equitable principles (regardless of whether such
principles are considered in a proceeding at law or in equity).
The opinion expressed herein is limited in all respects to the laws of the State of New York and
the General Corporation Law of the State of Delaware, and no opinion is expressed with respect to
the laws of any other jurisdiction or any effect which such laws may have on the opinion expressed
herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be
inferred beyond the matters expressly stated herein.
This opinion letter is rendered as of the date hereof based upon the facts and law in existence on
the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any
circumstances that may come to our attention after the date hereof with respect to the opinion and
statements set forth above, including any changes in applicable law that may occur after the date
hereof.
We consent to the filing of this opinion letter as an exhibit to the Companys Current Report on
Form 8-K to be filed in connection with the issuance and sale of the Securities, which will be
incorporated by reference into the Registration Statement and the Prospectus Supplement and to the
use of our name under the caption Legal Matters contained in the Prospectus Supplement. In giving
our consent, we do not thereby concede that we come within the category of persons whose consent is
required by the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Dewey & LeBoeuf LLP
Dewey & LeBoeuf LLP