Attached files
file | filename |
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8-K - FORM 8-K - WINTRUST FINANCIAL CORP | c61808e8vk.htm |
EX-5.2 - EX-5.2 - WINTRUST FINANCIAL CORP | c61808exv5w2.htm |
EX-99.1 - EX-99.1 - WINTRUST FINANCIAL CORP | c61808exv99w1.htm |
Exhibit 5.1
SIDLEY AUSTIN llp | BEIJING | NEW YORK | |||||
ONE SOUTH DEARBORN STREET | BRUSSELS | PALO ALTO | |||||
CHICAGO, IL 60603 | CHICAGO | SAN FRANCISCO | |||||
(312) 853 7000 | DALLAS | SHANGHAI | |||||
(312) 853 7036 FAX | FRANKFURT | SINGAPORE | |||||
GENEVA | SYDNEY | ||||||
HONG KONG | TOKYO | ||||||
LONDON | WASHINGTON, D.C. | ||||||
LOS ANGELES | |||||||
FOUNDED 1866 |
December 15, 2010
Wintrust Financial Corporation
727 North Bank Lane
Lake Forest, Illinois 60045
727 North Bank Lane
Lake Forest, Illinois 60045
Re: | Issuance of Common Stock |
Ladies and Gentlemen:
We refer to (i) the Registration Statement on Form S-3 (File No. 333-165166) (the
Original Registration Statement) filed by Wintrust Financial Corporation, an Illinois
corporation (the Company), and Wintrust Capital Trust VI, a Delaware statutory trust, on
March 3, 2010 with the Securities and Exchange Commission (the SEC) under the Securities
Act of 1933, as amended (the Securities Act), and (ii) Post-Effective Amendment No. 1 to
the Original Registration Statement (the Post-Effective Amendment) filed by the Company
on December 6, 2010 with the SEC. Pursuant to the Registration Statement and the exercise of the
option pursuant to the Purchase Agreement (as defined below) to purchase additional shares of the
Companys common stock, no par value (the Common Stock) to cover overallotments, the
Company is issuing 480,769 shares (the Option Shares) of the Common Stock.
This letter is being delivered in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act.
In rendering the opinions expressed below, we have examined (i) the Original Registration
Statement, as amended by the Post-Effective Amendment (collectively, the Registration
Statement), and the exhibits filed therewith, (ii) the Companys prospectus dated March 3,
2010 included in the Registration Statement (the Base Prospectus), (iii) the Companys
prospectus supplement dated December 7, 2010 supplementing the Base Prospectus and relating to the
Common Stock (the Prospectus Supplement), (iv) the Purchase Agreement, dated December 7,
2010 (the Purchase Agreement), between the Company and Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Sandler ONeill & Partners, L.P., as representatives of the underwriters
named in Schedule A thereto, (v) certain resolutions of the Board of Directors (the
Board) of the Company adopted on October 28, 2010 and certain resolutions and a written
consent of the Finance Committee of the Board adopted on December 6 and 7, 2010,
respectively, each as certified by the Secretary of the Company on the date hereof as being
true, complete and correct and in full force and effect, relating to, among other things, the
issuance and sale of the Option
Shares, and (vi) the amended and restated articles of incorporation of the Company and the amended
and restated by-laws of the Company, in each case, as certified by the Secretary of
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships
Wintrust Financial Corporation
December 15, 2010
Page 2
the Company on the date hereof as being true, complete and correct and in full force and effect on
the date hereof. We have also examined originals, or copies of originals certified to our
satisfaction, of such agreements, documents, certificates and statements of government officials
and other instruments, and have examined such questions of law and have satisfied ourselves to such
matters of fact, as we have considered relevant and necessary as a basis for this letter. We have
assumed the authenticity of all documents submitted to us as originals, the genuineness of all
signatures, the legal capacity of all persons and the conformity with the original documents of any
copies thereof submitted to us for examination.
Based on the foregoing, and subject to the qualifications and limitations set forth herein, we
are of the opinion that the Option Shares will be legally issued, fully paid and nonassessable when
the Companys books shall reflect the issuance of the Option Shares to the purchasers thereof
against payment of the agreed consideration therefor as contemplated by the Purchase Agreement.
This letter is limited to the laws of the State of Illinois.
We do not find it necessary for the purposes of this letter to cover, and accordingly we
express no opinion as to, the application of the securities or blue sky laws of the various states
or the District of Columbia to the issuance and sale of the Option Shares.
We hereby consent to the filing of this letter as an exhibit to the Companys Current Report
on Form 8-K being filed by the Company on December 15, 2010 with the SEC and to all references to
our firm in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the Securities Act or the
rules or regulations promulgated thereunder.
Very truly yours, |
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/s/ Sidley Austin LLP | ||||