Attached files
file | filename |
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EX-4.2 - EX-4.2 - ASSOCIATED BANC-CORP | c66177exv4w2.htm |
EX-5.2 - EX-5.2 - ASSOCIATED BANC-CORP | c66177exv5w2.htm |
EX-5.1 - EX-5.1 - ASSOCIATED BANC-CORP | c66177exv5w1.htm |
EX-3.1 - EX-3.1 - ASSOCIATED BANC-CORP | c66177exv3w1.htm |
EX-4.4 - EX-4.4 - ASSOCIATED BANC-CORP | c66177exv4w4.htm |
EX-99.1 - EX-99.1 - ASSOCIATED BANC-CORP | c66177exv99w1.htm |
8-K - FORM 8-K - ASSOCIATED BANC-CORP | c66177e8vk.htm |
Exhibit 5.3
September 14, 2011
Associated Banc-Corp
1200 Hansen Road
Green Bay, Wisconsin 54304
1200 Hansen Road
Green Bay, Wisconsin 54304
Re: | Associated Banc-Corp Offering of Senior Notes Under Registration Statement on Form S-3 (Registration No. 333-156251) |
Ladies and Gentlemen:
We have acted as special counsel to Associated Banc-Corp, a Wisconsin corporation (the
Company), in connection with the issuance and sale by the Company of 2,600,000 depositary
shares (the Depositary Shares), each representing a one-fortieth (1/40th) interest in a
share of 8.00% Perpetual Preferred Stock, Series B (the Preferred Shares) of the Company,
subject to the terms and conditions of the Underwriting Agreement (the Underwriting
Agreement), dated September 7, 2011, by and between the Company and Citigroup Global Markets
Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of several
underwriters named therein (collectively, the Underwriters). The Depositary Shares are
being offered and sold under a registration statement on Form S-3 under the Securities Act of 1933,
as amended (the Act), filed with the Securities and Exchange Commission (the
Commission) on December 17, 2008 (File No. 333-156251) (the Registration
Statement), including a base prospectus dated December 17, 2008 (the Base
Prospectus), and a prospectus supplement dated September 7, 2011 (the Prospectus
Supplement, and together with the Base Prospectus, the Prospectus). Capitalized
terms used but not otherwise defined herein shall have the respective meanings ascribed to such
terms in the Underwriting Agreement.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Act.
In connection with this opinion, we have relied as to matters of fact, without investigation,
upon certificates of public officials and others and upon certificates and written statements of
directors, officers and employees of, and the accountants for, the Company. We have also examined
originals or copies, certified or otherwise identified to our satisfaction, of such instruments,
documents and records as we have deemed relevant and necessary to examine for the purpose of this
opinion, including (i) the Registration Statement, (ii) the Prospectus, (iii) the Issuer Free
Writing Prospectus filed with and accepted by the Commission on September 7, 2011, (iv) the
Officers Certificate to the Underwriting Agreement, (v) the Secretarys Certificate
Associated Banc-Corp
September 14, 2011
Page 2
September 14, 2011
Page 2
to the Underwriting Agreement, (vi) the Companys Amended and Restated Articles of Incorporation,
as amended and as currently in effect, (vii) the Companys Amended and Restated Bylaws, as
currently in effect and (viii) records of proceedings and actions of the Companys Board of
Directors and the Pricing Committee of the Companys Board of Directors relating to the transaction
described in the Underwriting Agreement relating to the issuance and sale of the Depositary Shares
and related matters.
In connection with this opinion, we have assumed (i) the legal capacity of all natural
persons, (ii) the accuracy and completeness of all documents and records that we have reviewed,
(iii) the genuineness of all signatures and due authority of the parties signing such documents,
(iv) the authenticity of the documents submitted to us as originals and (v) the conformity to
authentic original documents of all documents submitted to us as certified, conformed or reproduced
copies. In making our examination of documents executed or to be executed by the parties, we have
assumed that such parties had or will have 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, other than
with respect to the Securities, the validity and binding effect thereof.
Our opinion set forth below is subject to (i) the effects of bankruptcy, insolvency,
reorganization, receivership, moratorium or other laws affecting the rights and remedies of
creditors generally (including, without limitation, the effect of statutory and other law regarding
fraudulent conveyances, fraudulent transfers and preferential transfers) and (ii) the exercise of
judicial discretion and the application of principles of equity, good faith, fair dealing,
reasonableness, conscionability and materiality (regardless of whether the enforceability of the
Securities is considered in a proceeding at law or in equity).
Based upon and subject to the foregoing, it is our opinion that, assuming the Preferred Shares
have been duly authorized, validly issued and are fully paid and non-assessable, and the depositary
receipts (Depositary Receipts) evidencing the Depositary Shares have been validly issued
pursuant to the Deposit Agreement, dated as of the date hereof (the Deposit Agreement)
among the Company, Wells Fargo Bank, N.A., as depositary (the Depositary) and the holders
from time to time of the Depositary Receipts described therein, the Depositary Receipts will
constitute valid and legally binding obligations of the Company and entitle the holders thereof to
the rights specified in the Depositary Receipts and the Deposit Agreement.
In connection with this opinion, we have assumed that (i) the Preferred Shares have been
deposited with the Depositary in accordance with the Deposit Agreement, (ii) the Deposit Agreement
has been duly authorized, executed and delivered by the Depositary, (iii) the Depositary Receipts
conform to the specimens thereof examined by us, (iv) the Depositary Receipts have been duly
executed and delivered by one of the Depositarys authorized officers, (v) the Depositary Receipts,
if executed in facsimile by the Depositary, have been duly countersigned by a registrar of the
Depositary Receipts, and (vi) the Preferred Shares have been duly registered by the registrar and
transfer agent of the Preferred Shares.
Associated Banc-Corp
September 14, 2011
Page 3
September 14, 2011
Page 3
Our opinion expressed above is limited to the Federal laws of the United States and the laws
of the State of New York and we do not express any opinion herein concerning any other law. This
opinion is given as of the date hereof and we assume no obligation to advise you of changes that
may hereafter be brought to our attention.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.3 to the
Companys Current Report on Form 8-K dated September 15, 2011. We also consent to the reference to
our firm under the caption Validity of Securities in the Prospectus Supplement constituting a
part of the Registration Statement. In giving this consent, we do not thereby admit that we are
experts within the meaning of Section 11 of the Act or included in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours, |
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/s/ Katten Muchin Rosenman LLP | ||||
KATTEN MUCHIN ROSENMAN LLP | ||||