Attached files
| file | filename |
|---|---|
| 8-K - PARK NATIONAL CORP /OH/ | v204810_8k.htm |
| EX-4.1 - PARK NATIONAL CORP /OH/ | v204810_ex4-1.htm |
| EX-10.2 - PARK NATIONAL CORP /OH/ | v204810_ex10-2.htm |
| EX-10.1 - PARK NATIONAL CORP /OH/ | v204810_ex10-1.htm |
| EX-23.2 - PARK NATIONAL CORP /OH/ | v204810_ex23-2.htm |
Exhibit
5.1
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VORYS
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52
East Gay St.
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Vorys, Sater, Seymour and Pease
LLP
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PO
Box 1008
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Legal
Counsel
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Columbus,
OH 43216-1008
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614.464.6400
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www.vorys.com
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Founded
1909
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December
8, 2010
Park
National Corporation
50 North
Third Street
Newark,
Ohio 43055
Re: Registration
Statement on Form S-3 (Registration File No. 333-159454)
Ladies
and Gentlemen:
We have
acted as counsel to Park National Corporation, an Ohio corporation (the “Company”), in connection with
the Registration Statement on Form S-3 (Registration File No. 333-159454) of the
Company (the “Registration
Statement”) filed on May 22, 2009 with the Securities and Exchange
Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Securities Act”), the related
Prospectus included therein and the Prospectus Supplement, dated December 8,
2010 (the “Prospectus
Supplement”), of the Company filed with the Commission, relating to the
registration of an aggregate of 143,968 common shares, without par value (the
“Common Shares”), Series
A Common Share Warrants, which are exercisable within six months of the Closing
Date (defined below), to purchase up to an aggregate of 35,992 Common Shares
(“Series A Warrants”)
and Series B Common Share Warrants, which are exercisable within 12 months of
the Closing Date, to purchase up to an aggregate of 35,992 Common Shares (“Series B Warrants” and,
together with the Series A Warrants, the “Warrants”). Of the
Common Shares being registered, 35,992 Common Shares are purchasable upon
exercise of the Series A Warrants being registered and 35,992 Common Shares are
purchasable upon exercise of the Series B Warrants being
registered.
The
Common Shares and the Warrants being registered are being offered and sold
pursuant to securities purchase agreements (collectively, the “Securities Purchase
Agreements”) between the Company and certain institutional investors in a
registered direct public offering. The purchase price for each Common
Share together with one-half of a Series A Warrant and one-half of a Series B
Warrant is $69.46 (the “Per
Share Purchase Price”). Each Warrant entitles the investor to
purchase one Common Share at an exercise price of $76.41, which represents 110%
of the Per Share Purchase Price. The Common Shares and the Warrants
will be purchased together as a unit in the offering.
Park
National Corporation
December
8, 2010
Page
2
The
Company currently anticipates that the closing of the offering of the Common
Shares and the Warrants will take place on or about December 10, 2010 (the
“Closing Date”), subject
to the satisfaction of customary closing conditions.
This
opinion letter is being delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated by the Commission.
For
purposes of giving the opinions expressed below, we have examined originals or
certified, conformed or reproduction copies, and have relied upon the accuracy,
without independent verification or investigation, of the
following:
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(1)
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the
Articles of Incorporation, as amended to date, the completeness and
accuracy of which have been certified to us as of the date hereof by an
officer of the Company (the “Articles”);
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(2)
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the
Regulations, as amended to date, of the Company, the completeness and
accuracy of which have been certified to us as of the date hereof by an
officer of the Company;
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(3)
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a
copy of the minutes (the “Board Minutes”) of the
actions taken by the Company’s Board of Directors on December 6, 2010,
with respect to the Securities Purchase Agreements and the consummation of
the transactions contemplated thereby, the accuracy and effectiveness
of which have been certified to us as of the date hereof by an officer of
the Company;
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(4)
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the
form of Securities Purchase Agreement, dated as of December 8, 2010,
entered into by the Company with each
investor;
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(5)
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the
form of Series A Warrant;
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(6)
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the
form of Series B Warrant;
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(7)
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the
letter agreement with Rodman & Renshaw, LLC (the “Placement Agent”)
pursuant to which the Placement Agent agreed to act as exclusive placement
agent on a “reasonable best efforts” basis in connection with the sale of
71,984 Common Shares together with the Series A Warrants and the Series B
Warrants in the registered direct public
offering;
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(8)
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the
Registration Statement, and the related form of prospectus included
therein, in the form in which the Registration Statement was transmitted
to the Commission under the Securities
Act;
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(9)
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the
Prospectus Supplement in the form in which it was transmitted to the
Commission under the Securities Act;
and
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Park
National Corporation
December
8, 2010
Page
3
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(10)
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such
other records of the Company and certificates of the Company and of public
officials and such other documents as we have deemed relevant and
necessary as the basis for the opinions set forth
below.
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In our
examinations, we have assumed: (a) the correctness of information contained in
all records, documents and certificates examined by us, the legal capacity of
all natural persons executing documents, the genuineness of all signatures, the
authenticity of all documents and certificates submitted to us as originals, the
authority of all individuals entering and maintaining records, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
reproduction copies and the authenticity of all such originals of such copies;
(b) except with respect to the Company, the due completion, authorization,
execution and delivery of all documents and instruments examined by us and the
consideration recited therein; (c) that each of the investors has the power and
authority to execute and deliver the Securities Purchase Agreement to which such
investor is a party and to perform its obligations thereunder, and all such
actions have been duly and validly authorized by all necessary proceedings by
such investor; (d) except with respect to the Company, that when duly
authorized, executed and delivered, the applicable Securities Purchase Agreement
will constitute a legal, valid and binding obligation of investor party thereto,
enforceable against such investor in accordance with its terms; and (e) that the
laws of any jurisdiction other than the State of Ohio which may govern the
Securities Purchase Agreements and/or the Warrants are not inconsistent with the
laws of the State of Ohio in any manner material to the opinions expressed in
this opinion letter. We also have assumed that all actions to
register and qualify the Common Shares for sale under all applicable state
securities laws will be accomplished prior to the offer and sale of the Common
Shares.
Based
upon the foregoing examinations and in reliance thereon and the assumptions made
herein, we are of the opinion that:
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1.
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The
Common Shares to be sold pursuant to the Securities Purchase Agreements
have been duly authorized and validly issued and, when sold pursuant to
the Registration Statement, the Prospectus and the Prospectus Supplement
and in accordance with the Board Minutes and when delivered against
payment of the consideration therefor in accordance with the terms and
subject to the conditions set forth in the respective Securities Purchase
Agreements, the Common Shares will be fully paid and
nonassessable.
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2.
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The
Warrants constitute valid and legally binding obligations of the Company,
subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other laws of general applicability
relating to or affecting enforcement of creditors’ rights generally and to
general equity principles.
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Park
National Corporation
December
8, 2010
Page
4
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3.
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The
Common Shares issuable upon exercise of the Warrants (the “Warrant Shares”) have
been duly authorized and validly issued and, when delivered upon exercise
of the Warrants pursuant to the Registration Statement, the Prospectus and
the Prospectus Supplement and against payment of the consideration
therefor in accordance with the terms and subject to the conditions set
forth in the Warrants, such Warrant Shares will be fully paid and
nonassessable.
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The
opinions expressed herein are limited solely to: (i) the federal laws of the
United States of America; and (ii) the laws of the State of Ohio, in each case
as currently in effect, and we express no opinion as to the effect of the laws
of any other jurisdiction on the opinions expressed herein. Our
opinions are limited to those expressly set forth herein, and we express no
opinions by implication.
This
opinion letter is being furnished to you for submission to the Commission as an
exhibit to the Company’s Current Report on Form 8-K relating to the Securities
Purchase Agreements and the Common Shares and the Warrants to be purchased
thereunder (the “Form
8-K”), which is filed in connection with the Registration Statement and
incorporated therein by reference.
We hereby
consent to the filing of this opinion with the Commission as an exhibit to the
Form 8-K and to the reference to our firm therein and in the Registration
Statement and related Prospectus and the Prospectus Supplement under the caption
“LEGAL MATTERS.” In giving such consent, we do not hereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act or the General Rules and Regulations of the Commission
promulgated thereunder.
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Respectfully,
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/s/
Vorys, Sater, Seymour and Pease LLP
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VORYS,
SATER, SEYMOUR AND PEASE LLP
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