Attached files
| file | filename |
|---|---|
| S-1/A - AMENDMENT NO.9 TO FORM S-1 - Regional Management Corp. | b86265a9sv1za.htm |
| EX-5.1 - EX-5.1 - Regional Management Corp. | b86265a9exv5w1.htm |
| EX-23.1 - EX-23.1 - Regional Management Corp. | b86265a9exv23w1.htm |
Exhibit 5.2
March 27, 2012
Regional Management Corp.
509 West Butler Road
Greenville, SC 29607
509 West Butler Road
Greenville, SC 29607
| Re: Conversion and Capitalization of Regional Management Corp. |
Ladies and Gentlemen:
We have acted as special South Carolina counsel to Regional Management Corp., a Delaware
corporation (the “Company”), in connection with the conversion of the Company, on August
23, 2011, from a South Carolina corporation to a Delaware corporation (the “Conversion”).
The Conversion occurred in advance of the offer and sale by certain selling stockholders of the
Company of 2,030,000 shares of Common Stock of the Company (together with any additional shares of
such stock that may be registered by such selling stockholders pursuant to Rule 462(b) (as
prescribed by the Securities and Exchange Commission (the “Commission”) pursuant to the
Securities Act of 1933, as amended (the “Act”)) in connection with the offering described
in the Registration Statement on Form S-1 (the “Registration Statement”) filed by the
Company with the Commission under the Act, the “Stockholder Shares”).
We have examined the originals, or duplicates or certified or conformed copies, of such
records, agreements, documents and other instruments and have made such other investigations as we
have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to
questions of fact material to this opinion, we have relied upon certificates or comparable
documents of public officials and of officers and representatives of the Company. In rendering the
opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified or conformed copies
and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations
stated herein, we are of the opinion that the Stockholder Shares which were in issue at the time of
the Conversion were validly issued, fully paid and nonassessable under the laws of the State of
South Carolina.
We do not express any opinion herein concerning any law other than the South Carolina Business
Corporation Act of 1988 (including the statutory provisions, all applicable provisions of the South
Carolina Constitution and reported judicial decisions interpreting the foregoing).
| Regional Management Corp. March 27, 2012 Page 2 |
For
purposes of rendering it’s opinion to you dated as of even date herewith, Simpson Thacher & Bartlett may rely upon the opinion set forth herein as if rendered to it on the date hereof, subject to the assumptions, qualifications, limitations and exceptions set forth herein relating to such opinion.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration
Statement and to the use of our name under the caption “Legal Matters” in the prospectus included
in the Registration Statement.
| Very truly yours, |
||||
| /s/ Womble Carlyle Sandridge & Rice | ||||
| A Limited Liability Partnership | ||||