EXHIBIT
5.1
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3 (the
“Registration
Statement”), in the form being filed by Golden West Financial Corporation (the
“Company”) with the
Securities and Exchange Commission in connection with the registration under the Securities Act of
1933, as amended (the
“Act”), of the following: (a) senior debt securities of
the Company (the
“Senior Debt Securities”); and (b) subordinated debt securities of
the Company (the
“Subordinated
Debt Securities,” and collectively with the Senior Debt Securities, the
“Debt Securities”). The
Debt Securities will have an aggregate initial offering price of up to $2,000,000,000. The Senior
Debt Securities are to be issued pursuant to an
indenture dated as of
December 1, 2005, by and
between
the Company and Deutsche Bank Trust Company Americas (the
“Trustee”) (the
“Senior Debt
Indenture”), a form of which is filed as
Exhibit 4.3 to the Registration Statement. The
Subordinated Debt Securities are to be issued pursuant to an
indenture dated as of
December 1, 2005
by and between
the Company and the Trustee (the
“Subordinated Debt Indenture”), a form of which is
filed as
Exhibit 4.4 to the Registration Statement. The Debt Securities are to be sold from time
to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained
therein (the
“Prospectus”) and any supplements to the Prospectus (the
“Prospectus Supplements”).
We have examined instruments, documents and records which we deemed relevant and necessary for the
basis of our opinion hereinafter expressed. In such examination, we have assumed the following:
(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.
Based on such examination, we are of the opinion that:
(1) when the issuance of the Senior Debt Securities has been duly authorized by appropriate
corporate action and the Senior Debt Securities have been duly completed, executed, authenticated
and delivered in accordance with the Senior Debt
Indenture and sold as described in
the Registration Statement, any amendment thereto, the Prospectus and any Prospectus Supplement
relating thereto, the Senior Debt Securities will be legal, valid, and binding obligations of the
Company, entitled to the benefits of the Senior Debt
Indenture; and
(2) when the issuance of the Subordinated Debt Securities has been duly authorized by
appropriate corporate action and the Subordinated Debt Securities have been duly completed,
executed, authenticated and delivered in accordance with the Subordinated Debt
Indenture and sold
as described in the Registration Statement, any amendment thereto, the Prospectus and any
Prospectus Supplement relating thereto, the Subordinated Debt Securities will be legal, valid, and
binding obligations of
the Company, entitled to the benefits of the Subordinated Debt
Indenture.
Our opinion that the Debt Securities are legal, valid, and binding is qualified as to limitations
imposed by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium
or other laws relating to or affecting the enforcement of
creditors’ rights generally, 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 such enforceability is considered in a proceeding in equity or at
law.
We express no opinion as to matters of law in jurisdictions other than the State of California, the
federal law of the United States, and the corporate law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration
Statement and to the use of our name wherever it appears in the Registration Statement, the
Prospectus, any Prospectus Supplement, and in any amendment or supplement thereto. In giving such
consent, we do not consider that we are “experts” within the meaning of such term as used in the
Act or the rules and regulations of the Securities and Exchange
Commission issued thereunder with respect to any part of the Registration Statement, including this
opinion as an exhibit or otherwise.
Very truly yours,
