Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - AETNA INC /PA/ | dp30379_8k.htm |
| EX-1.2 - EXHIBIT 1.2 - AETNA INC /PA/ | dp30379_ex0102.htm |
| EX-5.2 - EXHIBIT 5.2 - AETNA INC /PA/ | dp30379_ex0502.htm |
| EX-4.1 - EXHIBIT 4.1 - AETNA INC /PA/ | dp30379_ex0401.htm |
| EX-1.1 - EXHIBIT 1.1 - AETNA INC /PA/ | dp30379_ex0101.htm |
Exhibit 5.1
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New York
Menlo Park
Washington DC
São Paulo
London
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Paris
Madrid
Tokyo
Beijing
Hong Kong
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Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
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212 450 4000 tel
212 701 5800 fax
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The Board of Directors
Aetna Inc.
151 Farmington Avenue
Hartford, Connecticut 06156
We have acted as special counsel to Aetna Inc., a Pennsylvania corporation (the “Company”) in connection with the Registration Statement on Form S-3 (File No. 333-178272) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the registration by the Company of $250,000,000 aggregate principal amount of its 1.750% Senior Notes due May 15, 2017 and $500,000,000 aggregate principal amount of its 4.500% Senior Notes due May 15, 2042 (collectively, the “Notes”). The Notes are to be issued pursuant to a senior debt indenture dated as of March 2, 2001 (the “Base Indenture”) between the Company and U.S. Bank National Association, successor-in-interest to State Street Bank and Trust Company, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of May 4, 2012 (together with the Base Indenture, the “Indenture”) between the Company and the Trustee, and to be sold pursuant to a Pricing Agreement dated as of May 1, 2012 (the “Pricing Agreement”) among the Company and the several underwriters named in Schedule I thereto.
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vii) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
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Aetna Inc.
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2
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May 4, 2012
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Based upon the foregoing, we advise you that, in our opinion, when the Notes have been duly executed, authenticated, issued and delivered in accordance with the Indenture and the Pricing Agreement against payment therefor, the Notes will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and the rights and remedies of creditors of insurance companies generally, concepts of reasonableness and equitable principles of general applicability.
In connection with the opinion expressed above, we have assumed that (i) the Registration Statement became effective upon filing with the Commission and such effectiveness shall not have been terminated or rescinded; (ii) the Indenture and the Notes are valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company); and (iii) there shall not have occurred any change in law affecting the validity or enforceability of the Notes. We have also assumed that the execution, delivery and performance of the Indenture and the Notes by the Company will not violate any applicable law or public policy or result in a violation of any provision of any instrument or agreement then binding upon the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company.
We are members of the Bar of the State of New York, and the foregoing opinion is limited to the laws of the State of New York and the federal laws of the United States of America. Insofar as the foregoing opinion involves matters governed by the laws of the Commonwealth of Pennsylvania, we have relied, without independent investigation, on the opinion of even date herewith of Drinker Biddle & Reath LLP, special Pennsylvania counsel to the Company, filed with the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement. In addition, we consent to the reference to our name under the caption “Validity of the Notes” in the prospectus supplement which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
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Aetna Inc.
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3
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May 4, 2012
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