Exhibit 5.1
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666 Fifth Avenue
20th Floor
T: 212 880 3800
F: 212 880 8965
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Re:
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Amerant Bancorp Inc. – Public Offering of $60,000,000 5.75% Senior Notes due 2025
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Ladies and Gentlemen:
We have acted as counsel to Amerant Bancorp Inc., a Florida corporation (the
“Company”), and Amerant Florida Bancorp Inc., a Florida corporation and the subsidiary guarantor of
the Company (the
“Subsidiary Guarantor” and
together with
the Company, the
“Registrants”), in connection with (i) that certain registration statement on Form S-3 filed by
the Registrants with the Securities and Exchange Commission (the
“Commission”) on
June 5, 2020, as amended by Pre-Effective
Amendment No. 1 filed by
the Registrants with the Commission on
June 10, 2020 and Pre-Effective Amendment No. 2 filed by
the Registrants with the Commission on
June 12, 2020 (the
“Registration Statement”) under the Securities Act of 1933, as amended
(the
“Securities Act”), and (ii)
the Company’s offering and sale of $60,000,000 5.75% Senior Notes due 2025 (the
“Notes”) and the related guarantee of the Notes by the Subsidiary Guarantor (the
“Notes Guarantee”). The Registration Statement registers
the offering from time to time, pursuant to Rule 415 under the Securities Act, of (i) debt securities of
the Company (
“Debt Securities”), (ii) guarantees of debt by
the Company and the Subsidiary Guarantor (
“Guarantees”), (iii) preferred stock, par
value $0.10 per share, of
the Company (the
“Preferred Stock”) (iv) common stock, par value $0.10 per share, of
the Company (the
“Common Stock”), (v) warrants to purchase Preferred Stock, Common Stock, or Depositary Shares (the
“Warrants”), (vi)
depositary shares of
the Company each of which will represent a fraction of a particular series of Preferred Stock (
“Depositary Shares”), (vii) rights to purchase Preferred Stock, Common Stock, Depositary Shares or Warrants (
“Subscription Rights”),
(viii) stock purchase
contracts, including
contracts obligating holders to purchase from or sell to
the Company, and obligating
the Company to sell to or purchase from the holders, a specified number of shares of Common Stock, Preferred Stock,
Depositary Shares or Warrants at a future date or dates (the
“Stock Purchase Contracts”), (ix) stock purchase units consisting of a stock purchase
contract and any combination of Preferred Stock, Common Stock. Depositary Shares or Warrants (the
“Stock Purchase Units”) and (x) units of
the Company consisting of one or more of Preferred Stock, Common Stock, Warrants, Depositary Shares, Subscription Rights, Stock Purchase
Contracts and Stock Purchase Units (the
“Units” and together with the
Debt Securities, Guarantees, Preferred Stock, Common Stock, Warrants, Depositary Shares, Subscription Rights, Stock Purchase
Contracts, and Stock Purchase Units, the
“Securities”).
The Notes and the Notes Guarantee are being offered and sold as described in the prospectus, dated
June 15, 2020, contained in the Registration Statement (the
“Base Prospectus”), the preliminary prospectus supplement
thereto, dated
June 16, 2020 (the
“Preliminary Prospectus Supplement”), and the final prospectus supplements thereto dated
June 16, 2020 and
June 19, 2020 (the
“Final Prospectus Supplements” and together with the Base Prospectus and the Preliminary
Prospectus Supplement, the
“Prospectus”). The Notes will be issued under the
indenture, dated as of
June 23, 2020, among
the Company, the Subsidiary Guarantor and The Bank of New York Mellon, as trustee (the
“Trustee”) (the
“Base Indenture”). Certain
terms of the Notes and Notes Guarantee are being established pursuant to a First Supplemental
Indenture, dated
June 23, 2020, among
the Company, the Subsidiary Guarantor and the Trustee, to the Base
Indenture (the
“Supplemental Indenture” and
together with the Base
Indenture, the
“Indenture”).
Amerant Bancorp Inc.
Page 2
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. This opinion letter is limited to the matters expressly stated herein and no opinions are
to be inferred or may be implied beyond the opinion expressly so stated.
In connection with this opinion, we have examined the organizational documents of
the Company and of the Subsidiary Guarantor, and such corporate records, documents, instruments, certificates of public officials, the
Company and the Subsidiary Guarantor and such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein. We have also examined the Registration Statement, Prospectus, the
Underwriting Agreement, dated
June 16, 2020, by and among
the Company, the Subsidiary Guarantor, and Raymond James & Associates, Inc., as the underwriter (the
“Underwriter”) (the
“Initial Underwriting Agreement”), the
Underwriting Agreement, dated
June 19, 2020, by and among
the Company, the Subsidiary Guarantor, and the Underwriter (the
“Add-On Offering Underwriting Agreement” and together with the Initial
Underwriting Agreement, the
“Underwriting Agreements”), the
Indenture, Notes Guarantee, and a specimen of the Notes
(the
“Specimen” and collectively with the
Underwriting Agreements, the
Indenture, and the Notes Guarantee, the
“Opinion Documents”). In such examination, we have assumed (a) the authenticity of original documents and the genuineness of all
signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and
certificates we have reviewed. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of
the Company, the
Subsidiary Guarantor and others.
When used in this opinion letter, the term
“Applicable Laws” means Florida, New York and federal laws, rules and regulations that a Florida and New York counsel exercising customary professional diligence would
reasonably be expected to recognize as being applicable to
the Company, and the Subsidiary Guarantor; provided, however, that Applicable Laws does not include any law, rule or regulation that is applicable to
the Company or the Subsidiary Guarantor
solely because such law, rules or regulation is part of a regulatory regime applicable to such or any of its affiliates due to the specific assets or business of such party or affiliate.
Based upon and subject to the foregoing, and subject to the qualifications set forth below, it is our opinion that:
1.
The Company is a Florida corporation that is validly existing and in good standing under Florida law.
2. The Subsidiary Guarantor is a Florida corporation that is validly existing and in good standing under Florida law.
3.
The Company has the corporate power to execute and deliver the Opinion Documents to which it is a party and to perform its respective obligations thereunder.
4. The Subsidiary Guarantor has the corporate power to execute and deliver the Opinion Documents to which it is a party and to perform its respective obligations thereunder.
5.
The Company has authorized the execution, delivery and performance of the Opinion Documents to which it is a party by all necessary corporate action.
6. The Subsidiary Guarantor has authorized the execution, delivery and performance of the Opinion Documents to which it is a party by all necessary corporate action.
7. The Base
Indenture has been executed and delivered by
the Company and the Subsidiary Guarantor and the Supplemental
Indenture has been executed and delivered by
the Company and the Subsidiary Guarantor.
8. The Base
Indenture is a legal, valid and binding obligation of each of
the Company and the Subsidiary Guarantor and the Supplemental
Indenture is a legal, valid and binding obligation of each of
the Company
and the Subsidiary Guarantor, enforceable against each such party in accordance with its terms.
9. The Notes have been duly authorized, and when the Notes have been duly executed and delivered by
the Company and authenticated by the Trustee in accordance with the terms of the
Indenture and delivered and
paid for as provided in the
Underwriting Agreements, the Notes will be the legal, valid and binding obligations of
the Company, enforceable against
the Company in accordance with their terms and entitled to the benefit of the
Indenture.
10. When the Notes have been duly executed and delivered by
the Company and authenticated by the Trustee and the Notes Guarantee has been duly executed and delivered by the Subsidiary Guarantor in accordance
with the terms of the
Indenture and delivered and paid for as provided in the
Underwriting Agreements, the Notes Guarantee will be the legal, valid and binding obligations of the Subsidiary Guarantor, enforceable against the Subsidiary Guarantor in
accordance with its terms.
The opinions set forth above are subject to the effects of (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’
rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law), (c) an implied covenant of good faith and fair dealing, (d) provisions of law that require that a judgment for money damages rendered by a
court in the United States be expressed only in United States dollars, (e) limitations by any governmental authority that limit, delay or prohibit the making of payments outside the United States and (f) generally applicable laws that (i) provide for
the enforcement of oral waivers or modifications where a material change of position in reliance thereon has occurred or provide that a course of performance may operate as a waiver, (ii) limit the availability of a remedy under certain circumstances
where another remedy has been elected, (iii) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or
inaction involves gross negligence, recklessness, willful misconduct or unlawful conduct, (iv) may, where less than all of a
contract may be unenforceable, limit the enforceability of the balance of the
contract to circumstances in which the
unenforceable portion is not an essential part of the agreed exchange, (v) may limit the enforceability of provisions providing for compounded interest, imposing increased interest rates or late payment charges upon delinquency in payment or default
or providing for liquidated damages or for premiums upon acceleration or (vi) limit the waiver of rights under usury laws.
This opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware
after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.
No portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion letter with the Commission in connection with the filing of the Registration Statement referred to above. We also hereby consent to the reference to our firm under the
heading “Legal Matters” in the prospectus which forms a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the
Rules and Regulations of the Commission issued thereunder.
Very truly yours,