of the originals of such copies. As to certain factual matters relevant to this opinion, we
have relied upon certificates or other comparable documents of public officials, certain
representations of the Corporation and statements and certifications of officers or other
appropriate representatives of the Corporation and its
subsidiaries.
Based solely upon the foregoing, and in reliance thereon, and subject to the limitations,
qualifications and exceptions set forth below, we are of the opinion that when the terms of the
Notes have been duly authorized and established by the Corporation, the trustee under the
applicable
indenture has made an appropriate entry on Schedule 1 to the Master Registered Global
Senior Note, dated
July 21, 2008 (the
“Master Senior Note”) or to the Master Registered Global
Subordinated Note, dated
July 21, 2008 (the
“Master Subordinated Note”), as applicable, identifying
the Notes as supplemental obligations thereunder in accordance with the instructions of the
Corporation, and the Notes have been delivered against payment of the consideration therefor as
contemplated by the Prospectus and the pricing supplement thereto relating to the Notes, all in
accordance with the (i) terms of the Senior
Indenture or the Subordinated
Indenture, as applicable,
and (ii) applicable underwriting or distribution agreement, the Notes will constitute legal, valid
and binding obligations of the Corporation, subject to applicable bankruptcy, reorganization,
insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of
creditors now or hereafter in effect, and to equitable principles that may limit the right to
specific enforcement of remedies, and further subject to 12 U.S.C. §1818(b)(6)(D) (or any successor
statute) and any bank regulatory powers now or hereafter in effect and to the application of
principles of public policy.
In connection with the opinion expressed above, we have assumed that, at or prior to the time
of the delivery of any Note: (i) the Board of Directors or a duly authorized committee appointed
thereby shall have duly authorized the issuance and sale of such Note and duly established the
terms of such Note and such terms shall have been established by action taken pursuant to the
authority of the Board of Directors or such committee and such authorization shall not have been
modified or rescinded; (ii) the Corporation shall remain validly existing as a corporation in good
standing under the laws of the State of Delaware; (iii) the effectiveness of the Registration
Statement shall not have been terminated or rescinded; (iv) the
Indentures and the Notes have been
duly authorized, completed, executed and delivered by, and are each valid, binding and enforceable
agreements or obligations, as applicable, of each party thereto (other than as expressly covered
above in respect of the Corporation); (v) there shall not have occurred any change in law affecting
the validity or enforceability of such Note and (vi) the trustee’s certificate of authentication of
the Master Senior Note or the Master Subordinated Note, as applicable, has been manually signed by
one of the trustee’s authorized officers. We have also assumed that none of the terms of any Note
to be established subsequent to the date hereof, nor the issuance and delivery of such Note, nor
the compliance by the Corporation with the terms of such Note will violate any applicable law or
public policy or will result in a violation of any provision of any instrument or agreement then
binding upon the Corporation, or any restriction imposed by any court or governmental body having
jurisdiction over the Corporation.
