Exhibit 5.1
The PNC Financial Services Group, Inc.
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
December 31, 2008
The PNC Financial Services Group, Inc.
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
I have acted as counsel to The PNC Financial Services Group, Inc., a Pennsylvania corporation
(the Company), in connection with the registration statement on Form S-8, as amended (the
Registration Statement), filed with the Securities and Exchange Commission (the Commission)
pursuant to the Securities Act of 1933, as amended (the Act), for the registration of shares of
the Companys common stock, par value $5.00 per share (the Company Common Stock) for issuance
pursuant to the plans listed on the cover of the Registration Statement (such plans, the National
City Plans) that were assumed by the Company pursuant to the merger of National City Corporation,
a Delaware corporation, with and into the Company (the Merger).
In rendering this opinion, I have examined such corporate records and other documents, and
have reviewed such matters of law, as I, or attorneys under my supervision, have deemed necessary
or appropriate. In rendering this opinion, I have relied upon oral and written representations of
officers of the Company and certificates of officers of the Company and public officials with
respect to the accuracy of the factual matters addressed in such representations and certificates.
In addition, in rendering this opinion I have assumed the genuineness of all signatures or
instruments relied upon by me, and the conformity of certified copies submitted to me with the
original documents to which such certified copies relate.
I am a member of the Bar of the Commonwealth of Pennsylvania and I express no opinion as to
the laws of any jurisdiction other than the federal laws of the United States, the Pennsylvania
Business Corporation Law and the laws of the Commonwealth of Pennsylvania.
This opinion speaks as of todays date and is limited to present statutes, regulations and
judicial interpretations. In rendering such opinion, I assume no obligation to revise or
supplement this opinion should the present laws be changed by legislative or regulatory action,
judicial decision or otherwise or should any of the National City Plans be amended, modified or
terminated in accordance with its terms. I assume no obligation to advise you or any other person,
or to make any investigations, as to any legal developments or factual matters arising subsequent
to the date hereof that might affect the opinions expressed herein.
Based on and subject to the foregoing, I am of the opinion that all necessary corporate action
on the part of the Company has been taken to authorize the issuance of the Company Common Stock in
connection with the Merger, and that the Company Common Stock, which may be issued pursuant to and
upon the terms and conditions of the National City Plans, will be, when issued, validly issued,
fully paid and non-assessable.
I hereby consent to the filing of a copy of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such consent, I do not thereby admit that I am in the category of persons
whose consent is required under Section 7 of the Securities Act
of 1933, as amended, or the rules and regulations of the Commission
thereunder.
|
|
|
|
|
|
|
Very truly yours, |
|
|
|
|
|
|
|
|
|
/s/ George P. Long, III
George P. Long, III
Senior Counsel and Corporate Secretary
The PNC Financial Services Group, Inc.
|
|
|