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S-1/A - S-1 - CENTRAL PACIFIC FINANCIAL CORPa11-6636_1s1a.htm
EX-23 - EX-23 - CENTRAL PACIFIC FINANCIAL CORPa11-6636_1ex23.htm
EX-99.1 - EX-99.1 - CENTRAL PACIFIC FINANCIAL CORPa11-6636_1ex99d1.htm

Exhibit 5.1

 

April 4, 2011

 

Central Pacific Financial Corp.
220 South King Street
Honolulu, Hawaii 96813

 

Ladies and Gentlemen:

 

I am the General Counsel of Central Pacific Financial Corp., a Hawaii corporation (the “Company”), and in such capacity I am charged with general supervisory responsibilities for the legal affairs of the Company and its subsidiaries.  I am furnishing this opinion in connection with the Company’s filing of a registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933 (the “Act”).  The Registration Statement registers (i) 18,408,427 shares (the “Shares”) of the Company’s Common Stock, no par value per share (the “Common Stock”), presently held and to be sold by certain selling shareholders listed in the Registration Statement pursuant to the Registration Statement, (ii) 79,288 shares of Common Stock (the “Warrant Shares”) issuable upon exercise of the warrant issued to the United States Department of the Treasury (the “Treasury”) on February 18, 2011 (the “Warrant”) and (iii) preferred share purchase rights relating to the Shares issued pursuant to the Tax Benefits Preservation Plan (the “Tax Benefits Preservation Plan”), dated as of November 23, 2010, between the Company and Wells Fargo Bank, N.A., as rights agent, and associated preferred share purchase rights relating to the Warrant Shares issuable pursuant to the Tax Benefits Preservation Plan (collectively, the “Preferred Share Purchase Rights”).

 

In connection with this opinion, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of:

 

1.               the Restated Articles of Incorporation of the Company, as amended to date;

 

2.               the Restated Bylaws of the Company, as presently in effect;

 

3.               certain resolutions adopted by the Board of Directors of the Company;

 



 

4.               the Warrant; and

 

5.               the Tax Benefits Preservation Plan.

 

In addition, I have made inquiries of appropriate personnel at the Company and examined the originals or copies, certified or otherwise identified to my satisfaction, of all such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as I have deemed necessary or appropriate as a basis for the opinions set forth herein.

 

In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to the original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such copies.  In making my examination of documents executed by parties other than the Company, I have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof as to such parties.  As to any facts material to the opinions expressed herein that were not independently established or verified, I have relied upon statements and representations of officers and other representatives of the Company and others.

 

I am a member of the Hawaii Bar and for purposes of this opinion do not express any opinion as to the laws of any jurisdiction other than the Federal laws of the United States and the laws of the State of Hawaii.

 

Based upon and subject to the foregoing and to the other qualifications and limitations set forth in this letter, I am of the opinion that:

 

a)             The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of Hawaii.

 

b)            The Shares have been duly authorized, validly issued and are fully paid and nonassessable.

 

c)             The Warrant Shares have been duly authorized and, when duly issued and sold in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and nonassessable.

 

d)            Assuming the Tax Benefits Preservation Plan has been duly authorized, executed and delivered by the Rights Agent, the Preferred Share Purchase Rights attributable to the Shares have been validly issued.

 

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e)             Assuming the Tax Benefits Preservation Plan has been duly authorized, executed and delivered by the Rights Agent, then when the Warrant Shares have been duly issued and sold in accordance with the terms of the Warrant, the Preferred Share Purchase Rights attributable to the Warrant Shares will be validly issued.

 

The opinion expressed herein will be as of the effective date of the Registration Statement unless otherwise expressly stated, and I disclaim any undertaking to advise you of changes of facts stated or assumed herein or any subsequent changes in applicable law.

 

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to my name under the heading “Legal Matters” in the prospectus contained therein.  In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.

 

 

Very truly yours,

 

 

 

 

 

/s/ Glenn K.C. Ching

 

 

 

Glenn K.C. Ching

 

General Counsel

 

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