Exhibit 5
[The PNC Financial Services Group, Inc. Letterhead]
January
10, 2007
Board of Directors
The PNC Financial Services Group, Inc.
PNC Funding Corp
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222-2707
Ladies and Gentlemen:
This opinion is issued in connection with the Registration Statement on Form S-3 (the “Registration
Statement”) of The PNC Financial Services Group, Inc. (the “Corporation”) and PNC Funding Corp
(“PNC Funding”) to be filed with the Securities and Exchange Commission (the “Commission”),
relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”),
of (i) unsecured debt securities of PNC Funding (“Debt Securities”), guaranteed by the Corporation
(the “Guarantees”); (ii) warrants of PNC Funding to purchase Debt Securities (“Debt Warrants”);
(iii) shares of the Corporation’s common stock, par value $5.00 per share (“Common Stock”); (iv)
shares of the Corporation’s preferred stock, par value $1.00 per share (“Preferred Stock”); (v)
depositary shares representing Preferred Stock (“Depositary Shares”) to be evidenced by depositary
receipts to be issued pursuant to a Deposit Agreement (in the form filed as Exhibit 4.5 of the
Registration Statement on Form S-3 filed August 29, 1997 (Registration No. 333-34709), the “Deposit
Agreement”) in the event the Corporation elects to offer fractional interests in shares of
Preferred Stock; (vi) purchase contracts for the purchase or sale of Common Stock, Preferred Stock,
Depositary Shares, Debt Securities, or securities of a third party (“Purchase Contracts”); (vii)
units comprising a combination of any other securities registered under the Registration Statement
(“Units”); and (viii) warrants of the Corporation to purchase Common Stock, Preferred Stock and
Depositary Shares (“Equity Warrants” and together with the Debt Warrants, the “Warrants”) with an
unspecified proposed maximum offering price (as permitted under the Securities Act) for such Debt
Securities and related Guarantees, Common Stock, Preferred Stock, Depositary Shares, Purchase
Contracts, Units, and Warrants (collectively “Securities”), plus (a) an indeterminate number of
shares of Common Stock, Preferred Stock, Depositary Shares and an indeterminate principal amount of
Debt Securities, in each case issuable upon conversion, exchange or exercise of the Preferred
Stock, Debt Securities or Warrants registered thereunder and (b) an indeterminate number of shares
of Common Stock, Preferred Stock or Depositary Shares as applicable, issuable upon the settlement
of the Purchase Contracts registered thereunder. The Common Stock, the Preferred Stock and the
Depositary Shares are collectively referred to as the “Registered Equity Securities”. The
Prospectus contained in the Registration
Statement is referred to as the “Base Prospectus”. The term “Total Prospectus” refers to the Base
Prospectus and the applicable term sheet, free writing prospectus, prospectus supplement and/or
Securities Exchange Act reports referenced in a prospectus supplement with respect to a particular
offering of Debt Securities, Purchase Contracts, Units, Registered Equity Securities or Warrants.
As Senior Counsel to the Corporation, I have examined (1) the Articles of Incorporation and
By-Laws, each as amended to date, of the Corporation; (2) the Articles of Incorporation and
By-Laws, each as amended to date, of PNC Funding; (3) the Indenture dated as of December 1, 1991,
as amended and supplemented by the Supplemental Indenture dated as of February 15, 1993 filed as
Exhibits 4.6 and Exhibit 4.7, respectively, of the Registration Statement on Form S-3 filed August
29, 1997 (Registration No. 333-34709), and as further amended and supplemented by a Second
Supplemental Indenture dated February 15, 2000 filed as Exhibit 4.8 of the Registration Statement
on Form S-3 filed June 30, 2005 (Registration No. 333-126294) and the Indenture dated as of June
30, 2005 filed as Exhibit 4.11 of the Registration Statement on Form S-3 filed June 30, 2005
(Registration No. 333-126294) (each an “Indenture” and collectively, the “Indentures”), pursuant to
which the Debt Securities and related Guarantees will be issued; (4) the Deposit Agreement; (5) the
Registration Statement, including the Base Prospectus and the Exhibits being filed with it and as
of this date incorporated therein by reference; (6) the resolutions adopted by the Corporation’s
Board of Directors at a meeting duly held on November 16, 2006; and (7) the Unanimous Written
Consent of the Board of Directors of PNC Funding dated as of November 16, 2006. I have also
examined such records, certificates and other documents relating to the Corporation and PNC Funding
that I have considered necessary or appropriate for the purposes of this opinion.
In making such examination and rendering the opinions set forth below, I have assumed: (i) the
genuineness and authenticity of all signatures on original documents; (ii) the authenticity of all
documents submitted to me as originals; and (iii) the conformity to the originals of all documents
submitted to me as certified, telecopied, or reproduced copies and the authenticity of all
originals of such documents. The resolutions adopted by the Boards of Directors of the Corporation
and PNC Funding authorize the issuance of Securities with a maximum aggregate offering price of up
to $3,000,000,000. This opinion assumes that before any issuance under the Registration Statement
of Securities in excess of that amount, additional appropriate action to authorize such issuance
will have been taken by the Boards of Directors of the Corporation and PNC Funding.
I am admitted to practice law in the Commonwealth of Pennsylvania and do not purport to be an
expert on or to express any opinion on any laws other than laws of the Commonwealth of Pennsylvania
and the federal securities laws of the United States of America. This opinion speaks as of today’s
date and is limited to statutes, regulations and judicial interpretations in force as of today’s
date. In rendering this opinion, I assume no obligation to revise or supplement this opinion should
the foregoing be changed by legislative or regulatory action, judicial decision or otherwise or
should the agreements or other documents (or forms thereof) that I have examined in connection with
this opinion hereafter be changed.
With respect to any Common Stock held as treasury shares that may be sold, my opinion is also
subject to the condition that such shares had been validly issued before they were reacquired by
the Corporation and became treasury shares. With respect to my opinion relating to Depositary
Shares, I have assumed that the Deposit Agreement has been duly authorized, executed and delivered
by the
Corporation and the applicable depositary, and that the depositary receipts have been duly
countersigned by a registrar and the applicable depositary in accordance with the Deposit
Agreement. With respect to each of the Common Stock and Preferred Stock, I have assumed that
certificates evidencing such Registered Equity Securities have been duly countersigned by the
applicable registrar and transfer agent. With respect to my opinion relating to any Warrant, I have
assumed that any Warrant Agreement pursuant to which the Warrants are issued has been duly
authorized, executed and delivered by the Corporation and/or PNC Funding, as the case may be, and
the applicable warrant agent, the terms of the Warrants and of their issuance and sale have been
duly established in conformity with the Warrant Agreement so as not to violate any applicable law
or result in a material default under or material breach of any agreement or instrument binding
upon the Corporation or PNC Funding and so as to comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction over the Corporation or PNC Funding, and the
Warrants have been duly executed and countersigned in accordance with the Warrant Agreement.
With respect to my opinion relating to any Purchase Contract, I have assumed that any Purchase
Contract has been duly authorized, executed and delivered by the Corporation, as the case may be,
and the Purchase Contract and the terms of its issuance and sale have been duly established so as
not to violate any applicable law or result in a material default under or material breach of any
agreement or instrument binding upon the Corporation or PNC Funding and so as to comply with any
requirement or restriction imposed by any court or governmental body having jurisdiction over the
Corporation or PNC Funding, and the Purchase Contract has been duly executed and countersigned in
accordance with its terms.
With respect to my opinion relating to any Unit, I have assumed that any unit agreement pursuant to
which the Units are issued has been duly authorized, executed and delivered by the Corporation, and
the terms of the Units and of their issuance and sale have been duly established in conformity with
the unit agreement so as not to violate any applicable law or result in a material default under or
material breach of any agreement or instrument binding upon the Corporation and so as to comply
with any requirement or restriction imposed by any court or governmental body having jurisdiction
over the Corporation and the Units have been duly executed and countersigned in accordance with the
unit agreement.
Based upon the foregoing, and subject to the qualifications and limitations stated herein, I am of
the opinion that:
(1) When appropriate corporate action is taken with respect to Registered Equity Securities being
issued and sold, and the Registered Equity Securities have been issued and sold upon the terms and
conditions set forth in the Registration Statement and the Total Prospectus, with payment having
been made therefor, then such Registered Equity Securities will be validly issued, fully paid and
nonassessable. To the extent such Registered Equity Securities are shares of Preferred Stock that
are convertible into Common Stock, when such shares are converted pursuant to and in accordance
with the terms of the Preferred Stock, the resulting shares of Common Stock will be validly issued,
fully paid and nonassessable.
(2) When appropriate corporate action is taken with respect to the Debt Securities and related
Guarantees being issued and sold, and the Debt Securities and related Guarantees are authenticated
and
issued pursuant to and in accordance with the terms and conditions set forth in the applicable
Indenture and delivered and sold as set forth in the Registration Statement and the Total
Prospectus, with payment having been made therefor, then such Debt Securities and Guarantees will
constitute valid and legally binding obligations of PNC Funding and the Corporation, respectively,
except as enforceability is limited by applicable bankruptcy, insolvency, receivership,
readjustment of debt, fraudulent conveyance, reorganization, moratorium and other laws relating to
or affecting creditors’ rights generally or general equitable principles, whether considered in a
proceeding in equity or at law.
(3) When appropriate corporate action is taken with respect to the Warrants being issued and sold,
and the Warrants are issued pursuant to and in accordance with the terms and conditions set forth
in the Warrant Agreement and sold as set forth in the Registration Statement and the Total
Prospectus, with payment having been made therefor, then such Warrants will constitute valid and
legally binding obligations of PNC Funding and the Corporation, as the case may be, except as
enforceability is limited by applicable bankruptcy, insolvency, receivership, readjustment of debt,
fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting
creditors’ rights generally or general equitable principles, whether considered in a proceeding in
equity or at law.
(4) When appropriate corporate action is taken with respect to the Purchase Contracts and Units
being issued and sold, and the Purchase Contracts and Units are issued pursuant to and in
accordance with the terms and conditions set forth in the Registration Statement and the Total
Prospectus, with payment having been made therefor, and any related pledge agreement has been duly
authorized, executed and delivered to the parties thereto, the Purchase Contracts and Units will
constitute valid and legally binding obligations of the Corporation, except as enforceability is
limited by applicable bankruptcy, insolvency, receivership, readjustment of debt, fraudulent
conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights
generally or general equitable principles, whether considered in a proceeding in equity or at law.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to
the reference to me under the caption “Legal Opinions” in the Prospectus included in Part I of the
Registration Statement. In giving such consent, I do not thereby admit that I come within the
category of persons whose consent is required under Section 7 of the Securities Act or the rules
and regulations of the Commission thereunder.
Very truly yours,
George P. Long, III
Senior Counsel and Corporate Secretary