Attached files
| file | filename |
|---|---|
| EX-5.2 - EXHIBIT 5.2 - OneMain Holdings, Inc. | nt10010975x5_ex5-2.htm |
| EX-4.2 - EXHIBIT 4.2 - OneMain Holdings, Inc. | nt10010975x5_ex4-2.htm |
| EX-1.1 - EXHIBIT 1.14 - OneMain Holdings, Inc. | nt10010975x5_ex1-1.htm |
| 8-K - 8-K - OneMain Holdings, Inc. | nt10010975x5_8k.htm |
Exhibit 5.1
May 14, 2020
OneMain Holdings, Inc.
Springleaf Finance Corporation
601 N.W. Second Street
Evansville, Indiana 47708
RE: Issuance of 8.875% Senior Notes due 2025
Ladies and Gentlemen:
I am Senior Vice President, Secretary and Deputy General Counsel of Springleaf Finance Corporation, an Indiana corporation (“SFC”),
and I am delivering this opinion in connection with the public offering of $600,000,000 aggregate principal amount of SFC’s 8.875% Senior Notes due 2025 (the “Notes”) to be issued under the Indenture, dated as of December 3, 2014 (the “Base
Indenture”), among SFC, OneMain Holdings, Inc., a Delaware corporation, as guarantor (“OMH”), and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the Tenth Supplemental Indenture, dated as of May 14, 2020
(together with the Base Indenture, the “Indenture”), among SFC, OMH and the Trustee. On May 12, 2020, SFC and OMH entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and Citigroup Global Markets Inc., as
representatives of the several underwriters named therein (the “Underwriters”), relating to the sale by SFC to the Underwriters of the Notes and the guarantee of the Notes provided by OMH (the “OMH Guarantee” and, together with the Notes, the
“Securities”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the “Securities Act”).
In rendering the opinions stated herein, we have examined and relied upon the following:
(a) the registration statement on Form S-3 (File No. 333-221391) of OMH and SFC relating to the Securities and other securities of OMH filed with the Securities and Exchange Commission (the “Commission”) on November 7, 2017
under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), including information deemed to be a part of the registration statement
pursuant to Rule 430B of the Rules and Regulations (the “Registration Statement”);
(b) an executed copy of the Indenture, including Article XVII of the Base Indenture containing the guaranty obligation of OMH;
OneMain Holdings, Inc.
Springleaf Finance Corporation
May 14, 2020
Page 2
(c) an executed copy of the Underwriting Agreement;
(d) executed copies of global certificates evidencing the Notes (the “Note Certificates”) delivered by SFC to the Trustee for authentication and delivery;
(e) a copy of the Articles of Incorporation of SFC, certified by the Secretary of State of the State of Indiana;
(f) a copy of the Amended and Restated By-Laws of SFC in effect as of the date hereof; and
(g) a copy of certain resolutions of the Board of Directors of SFC, adopted on November 19, 2014, a copy of the unanimous written consent of the Board of Directors of SFC, dated July 25, 2017 and a copy of the unanimous
written consent of the Board of Directors of SFC, dated April 14, 2020.
I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of SFC and OMH and
such agreements, certificates and receipts of public officials, certificates of officers or other representatives of SFC, OMH and others, and such other documents as I have deemed necessary or appropriate as a basis for the opinions stated below.
In my examination, I have assumed the genuineness of all signatures including endorsements, the legal capacity and competency of
all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies, and the authenticity of the
originals of such copies. As to any facts relevant to the opinions stated herein that I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of SFC, OMH and others and of
public officials.
I am a member of the Bar of the State of Indiana and
the opinions expressed below are limited to the laws of the State of Indiana. The Indenture provides that it is governed by the laws
of the State of New York. To the extent that the opinions expressed herein relate to matters governed by the laws of the State of New York or the General Corporation Law of the State of Delaware (the “DGCL”), I have relied, with their permission,
as to all matters of New York law and the DGCL, on the opinion of Sidley Austin LLP dated the date hereof, which is filed herewith as Exhibit 5.2 to SFC’s Current Report on Form 8-K dated the date hereof, and my opinion is subject to the
exceptions, qualifications and assumptions contained in such opinion.
Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, I am of
the opinion that:
1. The
Note Certificates constitute valid and binding obligations of SFC enforceable against SFC in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
similar laws relating to or affecting creditors’ rights generally and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific
performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law and will be entitled to the benefits of the Indenture.
OneMain Holdings, Inc.
Springleaf Finance Corporation
May 14, 2020
Page 3
2. The
OMH Guarantee constitutes a valid and binding obligation of OMH, enforceable against OMH in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
similar laws relating to or affecting creditors’ rights generally and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific
performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.
I hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to SFC’s and OMH’s Current Reports on Form 8-K, dated the date
hereof. I also hereby consent to the use of my name under the heading “Legal Matters” in the prospectus which forms a part of the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose
consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion is expressed as of the date hereof unless otherwise expressly stated, and I disclaim any undertaking to advise you of any subsequent changes in the
facts stated or assumed herein or of any subsequent changes in applicable law.
OneMain Holdings, Inc.
Springleaf Finance Corporation
May 14, 2020
Page 4
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Very truly yours,
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By:
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/s/ Jack R. Erkilla
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Name:
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Jack R. Erkilla
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Title:
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Senior Vice President, Deputy General Counsel and Secretary
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