Attached files
file | filename |
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8-K - FORM 8-K - Fidelity National Financial, Inc. | d403278d8k.htm |
EX-4.1 - OFFICERS' CERTIFICATE PURSUANT TO THE INDENTURE DATED AUGUST 28, 2012 - Fidelity National Financial, Inc. | d403278dex41.htm |
EX-99.1 - PRESS RELEASE - Fidelity National Financial, Inc. | d403278dex991.htm |
Exhibit 5.1
August 28, 2012 |
ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX www.foley.com
CLIENT/MATTER NUMBER | |||
035897-0193 |
Fidelity National Financial, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
Ladies and Gentlemen:
We have acted as counsel for Fidelity National Financial, Inc., a Delaware corporation (the Company), in connection with the issuance and sale by the Company of $400,000,000 aggregate principal amount of the Companys 5.50% Senior Notes due 2022 (the Securities). The Securities will be issued under the indenture, dated as of December 8, 2005 (the Base Indenture), between the Company and The Bank of New York Trust Company, N.A., now known as The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee), as supplemented by a first supplemental indenture, dated as of January 6, 2006 (the First Supplemental Indenture), to the Base Indenture and a second supplemental indenture, dated as of May 5, 2010 (together with the Base Indenture and the First Supplemental Indenture, the Indenture), to the Base Indenture, and the officers certificate, dated August 28, 2012 (the Officers Certificate) establishing the terms and providing for the issuance of the Securities. The offer and sale of the Securities is being made pursuant to and in the manner set forth in the Companys Registration Statement on Form S-3 (Registration No. 333-174650) (the Registration Statement), including the prospectus constituting a part thereof, dated June 3, 2011, and the final supplement to the prospectus, dated August 21, 2012 (collectively, the Prospectus), filed by the Company with the Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended (the Securities Act).
As counsel to the Company in connection with the proposed issuance and sale of the Securities, we have examined or are otherwise familiar with (i) the Amended and Restated Certificate of Incorporation of the Company, as amended to date; (ii) the Amended and Restated Bylaws of the Company, as amended to date; (iii) the Registration Statement, including the Prospectus and exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (iv) the Indenture and the Officers Certificate; and (v) such other documents, records and instruments as we have deemed necessary or appropriate to enable us to render this opinion.
In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.
BOSTON BRUSSELS CHICAGO DETROIT |
JACKSONVILLE LOS ANGELES MADISON MIAMI |
MILWAUKEE NEW YORK ORLANDO SACRAMENTO |
SAN DIEGO SAN DIEGO/DEL MAR SAN FRANCISCO SHANGHAI |
SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C. |
Fidelity National Financial, Inc.
August 28, 2012
Page 2
Based upon and subject to the foregoing, assuming that (i) the Indenture has been duly authorized, executed and delivered by, and represents the valid and binding obligation of, the Trustee and (ii) the Securities have been duly authenticated by the Trustee, and having regard for such legal considerations as we deem relevant, we are of the opinion that the Securities, when delivered by the Company in the manner and for the consideration contemplated by the Registration Statement and the Prospectus, will be legally issued and valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general equity principles (regardless of whether enforcement is considered in a proceeding in equity or at law).
We hereby consent to the deemed incorporation by reference of this opinion into the Registration Statement and the Prospectus and to the reference to our firm therein. In giving such consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Foley & Lardner LLP