Attached files
file | filename |
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8-K - FORM 8-K - AMERICAN FINANCIAL GROUP INC | l40747e8vk.htm |
EX-1 - EX-1 - AMERICAN FINANCIAL GROUP INC | l40747exv1.htm |
EX-4.1 - EX-4.1 - AMERICAN FINANCIAL GROUP INC | l40747exv4w1.htm |
EX-23.2 - EX-23.2 - AMERICAN FINANCIAL GROUP INC | l40747exv23w2.htm |
Exhibit 5
Mark A. Weiss
Direct Dial: (513) 579-6599
Facsimile: (513) 579-6457
E-Mail: mweiss@kmklaw.com
Direct Dial: (513) 579-6599
Facsimile: (513) 579-6457
E-Mail: mweiss@kmklaw.com
September 23, 2010
American Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
One East Fourth Street
Cincinnati, Ohio 45202
Ladies and Gentlemen:
In connection with the issuance by American Financial Group, Inc., an Ohio corporation
(AFG), of its 7% Senior Notes due 2040 (the Notes), pursuant to and as described in (a) the
Registration Statement of AFG on Form S-3 (Registration No. 333-157649) (the Registration
Statement), which was filed by AFG with the Securities and Exchange Commission (the Commission)
under the Securities Act of 1933 (the Securities Act), and (b) the related prospectus dated March
3, 2009, as supplemented by the prospectus supplement relating to the sale of the Notes dated
September 22, 2010 (as so supplemented, the Prospectus), as filed by AFG with the Commission
pursuant to Rule 424(b) promulgated under the Securities Act, certain legal matters with respect to
the Notes are being passed upon for you by us. At your request, this opinion is being furnished to
you for filing as Exhibit 5 to the Current Report of AFG on Form 8-K to be filed with the
Commission on the date of this letter (the Form 8-K).
The Notes are to be issued and the terms of the Notes are to be established pursuant to
Indenture dated as of November 12, 1997 (the Original Indenture) as supplemented by the
Supplemental Indenture dated as of December 3, 1997, the Second Supplemental Indenture dated as of
February 3, 2004, the Third Supplemental Indenture dated as of June 17, 2009 and as proposed to be
supplemented by the Fourth Supplemental Indenture (the Fourth Supplemental Indenture) to be dated
as of September 27, 2010 (the Original Indenture, as supplemented through and including the Fourth
Supplemental Indenture, the Indenture).
In reaching the conclusions expressed in this opinion, we have examined and relied upon the
original or copies, certified to our satisfaction, of (i) the Amended and Restated Articles of
Incorporation and the Code of Regulations of AFG; (ii) copies of resolutions of the Board of
Directors of AFG, and committees thereof, authorizing the issuance of the Notes and related
matters; (iii) the Registration Statement and all exhibits thereto, including the Form T-1,
Statement of Eligibility of Trustee of U.S. Bank National Association; (iv) the Indenture; and (iv)
such other documents and instruments as we have deemed necessary for the expression of opinion
contained in this letter. In making the foregoing examinations, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified or
One East Fourth Street w Suite 1400 w Cincinnati, Ohio 45202
TEL (513) 579-6400 w FAX (513) 579-6457 w www.kmklaw.com
TEL (513) 579-6400 w FAX (513) 579-6457 w www.kmklaw.com
American Financial Group, Inc.
September 23, 2010
Page 2
September 23, 2010
Page 2
photostatic
copies. As to various questions of fact material to this opinion, we have relied, to the extent we
deem reasonably appropriate, upon representations or certificates of officers or
directors of AFG and upon documents, records and instruments furnished to us by AFG,
without independent check or verification of their accuracy.
Based upon and subject to the foregoing, we are of the opinion that upon the execution and
delivery of the Fourth Supplemental Indenture, when the Notes have been duly executed and
authenticated in accordance with the terms of the Indenture and paid for in accordance with the
terms of the Purchase Agreement dated as of September 22, 2010 among AFG and the underwriters named
in such Purchase Agreement, the Notes will be valid and binding obligations of AFG.
Two
partners of our firm serve as trustees of trusts which hold 4,640,501
and 4,595,324 shares, respectively, of AFG Common Stock for the
benefit of members of the Lindner family. Each has sole voting and
dispositive power over the shares as trustee but no financial
interest in such shares.
We consent to be named in the Registration Statement and the Prospectus as the attorneys who
have passed upon legal matters in connection with the issuance of the Notes and to the filing of
this opinion as an exhibit to the Form 8-K. In giving such consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission thereunder.
Sincerely yours, | ||||||
KEATING, MUETHING & KLEKAMP, P.L.L. | ||||||
By: | /s/ Mark A. Weiss
|