Attached files
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8-K - 8-K - CENTRAL PACIFIC FINANCIAL CORP | a15-15118_48k.htm |
EX-1.1 - EX-1.1 - CENTRAL PACIFIC FINANCIAL CORP | a15-15118_4ex1d1.htm |
Exhibit 5.1
[LETTERHEAD OF CENTRAL PACIFIC FINANCIAL CORP.]
August 5, 2015
Board of Directors
Central Pacific Financial Corp.
220 South King Street
Honolulu, Hawaii 96813
Re: Prospectus Supplement to the Shelf Registration Statement on Form S-3 (File No. 333-179807)
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 sale by ACMO CPF, L.L.C. and Carlyle Financial Services Harbor, L.P. (collectively, the Selling Shareholders) of 5,538,624 shares of common stock, no par value (the Shares), and the associated preferred share purchase rights (the 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, as amended, between the Company and Wells Fargo Bank, N.A., as rights agent (the Rights Agent), and associated preferred share purchase rights to be sold pursuant to a prospectus supplement dated August 3, 2015 and the accompanying prospectus dated March 9, 2012 (such documents, collectively, the Prospectus) that form a part of the Companys effective registration statement on Form S-3 (File No. 333-179807) (the Registration Statement), and the underwriting agreement dated as of August 3, 2015 (the Underwriting Agreement) by and among the Company, the Selling Shareholders, Citgroup Global Markets Inc. and UBS Securities LLC. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, I have examined copies of such agreements, instruments and documents as I have deemed an appropriate basis on which to render the opinions hereinafter expressed. In my examination of the aforesaid documents, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to me, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to me as copies (including telecopies). As to all matters of fact, I have relied on the representations and statements of fact made in the documents so reviewed, and I have not independently established the facts so relied on. In addition, as to the Preferred Share Purchase Rights, I have assumed that the Tax Benefits Preservation Plan has been duly authorized, executed and delivered by the Rights Agent. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
Based on the foregoing and to the other qualifications and limitations set forth in this letter, I am of the opinion that the Shares and related Preferred Share Purchase Rights have been duly and validly issued.
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.
I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above described Form 8-K and to the reference to me under the caption Legal Matters in the prospectus constituting a part of the Registration Statement. In giving this consent, I do not thereby admit that I am an expert within the meaning of the Securities Act of 1933, as amended.
Very truly yours, |
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/s/ GLENN K.C. CHING |
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GLENN K.C. CHING |
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