Exhibit 5.1
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HUNTON & WILLIAMS LLP
111 CONGRESS AVENUE
SUITE 1800
AUSTIN, TEXAS 78701 |
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TEL 512 542 5000
FAX 512 542 5049 |
February 3, 2010
Board of Directors
Hanmi Financial Corporation
3660 Wilshire Boulevard, Penthouse Suite A
Los Angeles, California 90010
Hanmi Financial Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Hanmi Financial Corporation, a Delaware corporation (the
Company), in connection with the proposed sale of 5,070,423 shares of Common Stock, par value
$0.001 per share (the Securities), as set forth in the Registration Statement on Form S-3 (the
Registration Statement) that has been filed with the Securities and Exchange Commission (the
Commission) under the Securities Act of 1933, as amended (the Securities Act). All of the
Securities are being registered on behalf of certain securityholders of the Company.
This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and
Item 601(b)(5)(i) of Regulation S-K.
The Securities were issued and sold to Leading Investment & Securities Co., Ltd., a Korean
securities broker-dealer (Leading), pursuant to a definitive Securities Purchase Agreement, dated
June 12, 2009 (as amended, the Securities Purchase Agreement), by and between the Company and
Leading.
In connection with this opinion, we have examined and relied upon originals or copies,
certified or otherwise identified to our satisfaction, of such corporate records, certificates of
corporate officers and public officials and such other documents as we have deemed necessary for
the purposes of rendering this opinion, including, among other things:
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(i) |
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the Registration Statement, including the prospectus that forms a part of the
Registration Statement and the documents incorporated therein by reference |
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(ii) |
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the Securities Purchase Agreement, including all amendments thereto; |
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(iii) |
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the Amended and Restated Certificate of Incorporation of the Company, as
amended to the date hereof and currently in effect, and certified by the Secretary |
ATLANTA AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELES
McLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO WASHINGTON
www.hunton.com
Hanmi Financial Corporation
February 3, 2010
Page 2
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of State of the State of Delaware on January 21, 2010 (Articles of Incorporation); |
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(iv) |
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the Bylaws of the Company, as amended to date hereof and currently in effect,
certified by the Secretary of the Company (the Bylaws); |
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(v) |
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a certificate, dated as of a recent date from the Secretary of State of the
State of Delaware, as to the existence and good standing in the State of Delaware of
the Company; and |
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(vi) |
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certain resolutions of the Board of Directors of the Company relating to the
filing of the Registration Statement, the approval and authorization of the Securities
Purchase Agreement, the issuance and sale of the Securities and related matters. |
For purposes of the opinion expressed below, we have assumed (i) the authenticity of all
documents submitted to us as originals, (ii) the conformity to the originals of all documents
submitted as certified or photostatic copies and the authenticity of the originals thereof, (iii)
the accuracy, completeness and authenticity of certificates, records and statements of public
officials, (iv) the genuineness of signatures not witnessed by us, (v) the legal capacity of
natural persons and (vi) the due authorization, execution and delivery of all documents by all
parties and the validity, binding effect and enforceability thereof.
As to questions of fact material to this opinion, we have relied upon the accuracy of the
certificates and other comparable documents of officers and representatives of the Company, upon
statements made to us in discussions with the Companys management and upon certificates of public
officials and we do not assume any responsibility for the accuracy or completeness of such factual
assertions. We have not undertaken any independent investigation of factual matters.
Based upon the foregoing, and subject to the assumptions, qualifications and limitations
stated herein, we are of the opinion that the Securities to be sold by the selling securityholders
have been duly authorized and are validly issued, fully paid and nonassessable.
We do not purport to express an opinion on any laws other than those of the Delaware General
Corporation Law and those federal laws and regulations of the United States of America that
attorneys exercising customary diligence would reasonably recognize as being customarily
applicable to transactions of the type contemplated by the Registration Statement but without
our having made any special investigation concerning the applicability of any other law or
regulation.
Hanmi Financial Corporation
February 3, 2010
Page 3
This opinion is rendered only to you and is solely for your benefit in connection with the
offer and sale of the Securities while the Registration Statement is in effect. This opinion may
not be relied upon by you for any other purpose or relied upon by any other person, firm or
corporation for any purpose, without our prior written consent. We undertake no responsibility or
obligation to update this opinion, to consider its applicability or correctness to other than its
addressee, or to take into account, or to advise you of, any changes in law, facts or other
developments of which we may become aware.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the
Registration Statement and the reference to our firm under the heading Legal Matters in the
prospectus that 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 by Section 7 of the
Securities Act and the rules and regulations of the Commission promulgated thereunder.
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Very truly yours,
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/s/ Hunton & Williams LLP
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