EXHIBIT 5
December 31, 2008
The PNC Financial Services Group, Inc.
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
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RE: |
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Registration Statement on Form S-8 |
Ladies and Gentlemen:
This opinion is being submitted in connection with a Registration Statement on Form S-8
(Registration Statement) of The PNC Financial Services Group, Inc. (PNC) being filed with the
Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended
(the Act), related to the registration of 2,000,000 shares of PNCs common stock, par value $5.00
per share (the Common Stock), to be issued under The PNC Financial Services Group, Inc. Employee
Stock Purchase Plan (the Plan).
In my capacity as Senior Counsel of PNC, I have been requested to furnish an opinion to be
included as Exhibit 5 to the Registration Statement. In conjunction with the furnishing of this
opinion, I have examined: (i) PNCs Articles of Incorporation and By-laws, each as amended to
date; (ii) the Registration Statement; (iii) the Plan; and (iv) such other documents, records, and
other instruments as I have deemed appropriate for the purposes of the opinion set forth herein.
In making such examination and rendering the opinion set forth herein, I have assumed: the
genuineness and authenticity of all signatures on original documents; the authenticity of all
documents submitted to me as originals; the conformity with the originals of all certified,
telecopied, photostated or reproduced copies of documents submitted to me; and the authenticity of
the originals of all documents submitted to me as copies.
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 the Plan 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 as of the date hereof the
Common Stock originally issued by PNC to participants in the Plan has been duly authorized by all
necessary corporate action of PNC, and, upon issuance of and payment for such Common Stock in
accordance with the terms set forth in the Plan, the Common Stock will be validly issued, fully
paid and non-assessable.
I hereby consent to the filing of a copy of this opinion as Exhibit 5 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 Act or the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ George P. Long, III, Esq.
George P. Long, III
Senior Counsel and Corporate Secretary
The PNC Financial Services Group, Inc.