Exhibit 5.1
June 11, 2010
Hanmi Financial Corporation
3660 Wilshire Boulevard
Penthouse A
Los Angeles, California 90010
Ladies and Gentlemen:
We are special counsel to Hanmi Financial Corporation (the Company). We are rendering
this opinion in connection with the proposed issuance by the Company of (i) 50 million subscription
rights (the Rights) to purchase up to 50 million shares of common stock, par value $0.001
per share, of the Company (the Common Stock) pursuant to a rights offering to holders of
the Common Stock as of June 7, 2010, and (ii) 50 million shares of Common Stock (I) issuable upon
the exercise of the Rights and (II) as a consequence of a best efforts public offering, for an
aggregate of 100 million shares of Common Stock, (collectively, the Shares), which Shares
are registered under the Securities Act of 1933 pursuant to a Registration Statement on Form S-3
dated November 19, 2009 and related prospectus supplement (the Supplement) dated June 11,
2010 (together, the Registration Statement). We have examined all instruments, documents
and records which we deemed relevant and necessary for the basis of our opinions hereinafter
expressed. In such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to the originals of
all documents submitted to us as copies. We have also relied without investigation as to matters
of fact upon certificates and oral or written statements of officers of the Company and other
information obtained from the Company. We have not undertaken any independent investigation to
determine the existence or absence of the facts that are relevant to our opinions.
Based on such examination and a consideration of such applicable law as we deemed applicable, we
are of the opinion that:
(1) |
|
The Rights have been duly authorized and, when issued, will be valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms, except to the
extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to
creditors rights generally and general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity); |
(2) |
|
When the Shares are issued and delivered against payment therefor upon due exercise of Rights
as contemplated in the Supplement and while the Registration Statement remains effective, the
Shares will be duly authorized, validly issued, fully paid and non-assessable; and |
(3) |
|
When the Shares are issued and delivered against payment therefor in the best efforts public
offering as contemplated in the Supplement and while the Registration Statement remains
effective, the Shares will be duly authorized, validly issued, fully paid and non-assessable |
These opinions are limited to the laws of the State of Delaware as in effect as of the date of this
opinion, and we express no opinion as to the laws of any other jurisdiction. These opinions are
furnished in connection with the Registration Statement and are not to be used or otherwise
referred to for any other purpose without our consent. We hereby consent to the inclusion of our
opinion letter as an exhibit to the Registration Statement and to the use of our name under the
caption Legal Matters in the Supplement forming a part of the Registration Statement. In giving
this consent, we do not thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated
thereunder.
Respectfully submitted,
/S/ MANATT, PHELPS & PHILLIPS, LLP
Manatt, Phelps & Phillips, LLP