Exhibit 5.1
October 14, 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) (I) a warrant (a
“Warrant”) for the purchase of up to 2 million shares of common stock, par value $0.001 per
share, of the Company (the “Common Stock”), and (II) a second Warrant for the purchase of
up to an additional 2 million shares of Common Stock, and (ii) up to 4 million shares of Common
Stock issuable upon the exercise of the Warrants in whole or in part (collectively, the
“Shares”). The Warrants and the 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 October 14, 2010 (together, the “Registration
Statement”).
We have examined all instruments, documents and records that 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) |
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the Warrants have been duly authorized and, when issued as contemplated in the Supplement,
will be the valid and binding obligation 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); and |
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| (2) |
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when the Shares are issued and delivered against payment therefor upon due exercise of a
Warrant 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