EXHIBIT 5.1
[Letterhead of Reed Smith LLP]
January 5, 2007
The PNC Financial Services Group, Inc.
PNC Capital Trust E
PNC Capital Trust F
PNC Capital Trust G
PNC Capital Trust H
c/o The PNC Financial Services Group, Inc.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted
as counsel to (1) PNC Capital Trust E, PNC Capital Trust F, PNC Capital Trust G
and PNC Capital Trust H (the PNC Trusts), each a Delaware statutory trust, and (2) The PNC
Financial Services Group, Inc. (the Company), a Pennsylvania corporation, in connection with a
Registration Statement on Form S-3 (the Registration Statement), to be filed by the Company and
the PNC Trusts with the Securities and Exchange Commission (the Commission) under the Securities
Act of 1933, as amended (the Act). The Registration Statement relates to, among other things,
the issuance and sale from time to time pursuant to Rule 415 under the Act of the following
securities: (i) capital securities (the Capital Securities) of each of the PNC Trusts and (ii)
unsecured junior subordinated debt securities related to the Capital Securities (the Junior
Subordinated Debt Securities) which are to be issued pursuant to an Indenture (the Indenture),
to be entered into between the Company and The Bank of New York, as trustee. The Capital
Securities of each PNC Trust are to be issued pursuant to the Amended and Restated Declaration of
Trust of such PNC Trust (each, a Declaration and, collectively, the Declarations), each such
Declaration being among the Company, as sponsor and as the issuer of the Junior Subordinated Debt
Securities to be held by the Property Trustee (as defined below) of such PNC Trust, The Bank of New
York (Delaware), as Delaware trustee, The Bank of New York, as property trustee (the Property
Trustee), and the regular trustees to be named therein.
This opinion is being delivered to be filed as an Exhibit to the Registration Statement in
accordance with Item 601(b)(5) of Regulation S-K under the Act. Capitalized terms used but not
otherwise defined herein have the meanings ascribed to them in the Registration Statement.
In connection with this opinion, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Registration Statement, (ii) the certificate of trust or
amended and restated certificate of trust of each PNC Trust, as filed with the office of the
Secretary of State of the State of Delaware; (iii) the form of the Declaration of each of the PNC
The PNC Financial Services Group, Inc. et al.
January 5, 2007
Page 2
Trusts (including the form of the designations of the terms of the Capital Securities of each
of the PNC Trusts annexed thereto); (iv) the form of the Capital Securities of each of the PNC
Trusts; (v) the form of the Capital Securities Guarantee Agreement (the Capital Securities
Guarantee) to be entered into by the Company and The Bank of New York, as guarantee trustee; (vi)
the form of the Junior Subordinated Debt Securities; (vii) the form of the Indenture; (viii) the
Amended and Restated Articles of Incorporation and By-Laws of the Company, as filed by the Company
with the Commission as exhibits to its reports under the Securities Exchange Act of 1934, as
amended, and (ix) resolutions adopted by the Board of Directors of the Company on February 15, 2006
relating to the issuance and sale of the Offered Debt Securities (as defined below) and the Capital
Securities Guarantee and related matters. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness
of all signatures, the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. In making our examination of executed documents or
documents to be executed, we have assumed that the parties thereto, other than the Company and the
PNC Trusts, had or will have the power, corporate, trust or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such documents and that such
documents constitute valid and binding obligations of such parties. In addition, we have assumed
that the Indenture, the Declaration of each PNC Trust, the Capital Securities of each PNC Trust,
the Capital Securities Guarantee and the Junior Subordinated Debt Securities will be executed in
substantially the form reviewed by us and that the terms of the Offered Capital Securities (as
defined below) and the Offered Debt Securities, will have been established so as not to violate,
conflict with or constitute a default under (i) any agreement or instrument to which the Company or
any of the PNC Trusts or their respective property is subject, (ii) any law, rule, or regulation to
which the Company or any of the PNC Trusts is subject, (iii) any judicial or administrative order
or decree of any governmental authority or (iv) any consent, approval, license, authorization or
validation of, or filing, recording or registration with any governmental authority. As to any
facts material to the opinions expressed herein that were not independently established or
verified, we have relied upon oral or written statements and representations of officers, trustees
and other representatives of the Company, the PNC Trusts and others.
We do not express any opinion as to any laws other than the Delaware Statutory Trust Act and
the laws of the Commonwealth of Pennsylvania. Insofar as the opinions expressed herein relate to
matters governed by laws other than those set forth in the preceding sentence, we have assumed,
without having made any independent investigation, that such laws do not affect any of the opinions
set forth herein. The opinions expressed herein are based on laws in effect on the date hereof,
which laws are subject to change with possible retroactive effect.
The PNC Financial Services Group, Inc. et al.
January 5, 2007
Page 3
Based on and subject to the foregoing and to the other qualifications and limitations set
forth herein, we are of the opinion that:
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With respect to the Capital Securities of each PNC Trust to be offered pursuant to the
Registration Statement (the Offered Capital Securities), when (i) the Declaration of such
PNC Trust has been duly executed and delivered by the parties thereto; (ii) the terms of the
Offered Capital Securities have been established in accordance with the Declaration; (iii) the
Offered Capital Securities have been issued, executed and authenticated in accordance with the
Declaration and delivered and paid for in the manner contemplated in the Registration
Statement or any prospectus relating thereto; and (iv) if the Offered Capital Securities are
to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement
with respect to the Offered Capital Securities has been duly authorized, executed and
delivered by the applicable PNC Trust and the other parties thereto, (a) the Offered Capital
Securities will be duly authorized for issuance and will be validly issued, fully paid and
nonassessable, representing undivided beneficial interests in the assets of such PNC Trust and
(b) the holders of the Offered Capital Securities will be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit organized under
the Delaware General Corporation Law. We bring to your attention, however, that the holders
of the Offered Capital Securities may be obligated, pursuant to the Declaration of such PNC
Trust, to (i) provide indemnity and/or security in connection with, and pay taxes or
governmental charges arising from, transfers of Offered Capital Securities and (ii) provide
security and indemnity in connection with the requests of, or directions to, the Property
Trustee of such PNC Trust to exercise its rights and powers under the Declaration of such PNC
Trust. |
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With respect to the Capital Securities Guarantee, when (i) the Declaration of such PNC Trust
is duly executed and delivered by the parties thereto; (ii) the terms of the Offered Capital
Securities have been established in accordance with the Declaration; (iii) the Offered Capital
Securities have been issued and executed in accordance with the Declaration and paid for in
the manner contemplated in the Registration Statement or any prospectus relating thereto; and
(iv) if the Offered Capital Securities are to be sold pursuant to a firm commitment
underwritten offering, the underwriting agreement with respect to the Offered Capital
Securities has been duly authorized, executed and delivered by the applicable PNC Trust and
the other parties thereto, the Capital Securities Guarantee, when duly executed and delivered
by the parties thereto, will be a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms, except to the extent that (a) enforcement
thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, or other
similar laws now or hereafter in effect relating to creditors rights generally and (ii)
general principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity) and (b) rights to indemnity and contribution thereunder may be
limited by applicable law or the public policy underlying such law. |
The PNC Financial Services Group, Inc. et al.
January 5, 2007
Page 4
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With respect to any series of Junior Subordinated Debt Securities to be offered pursuant to
the Registration Statement (the Offered Debt Securities), when (i) the Board of Directors,
including any appropriate committee appointed thereby, and appropriate officers of the Company
have taken all necessary corporate action to approve the issuance and terms of the Offered
Debt Securities and related matters; (ii) the Indenture has been duly executed and delivered
by the parties thereto; (iii) the terms of the Offered Debt Securities have been established
in conformity with the Indenture; (iv) the Offered Debt Securities are duly executed,
delivered, authenticated and issued in accordance with the Indenture and delivered and paid
for in the manner contemplated in the Registration Statement or any prospectus relating to the
related Offered Capital Securities, the Offered Debt Securities will be valid and binding
obligations of the Company, entitled to the benefits of the Indenture and enforceable against
the Company in accordance with their terms, except to the extent that enforcement thereof may
be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium,
or other similar laws now or hereafter in effect relating to creditors rights generally and
(ii) general principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity). |
We hereby consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement. We also hereby consent to the use of our name under the heading Legal
Matters in any prospectus relating to the Offered Capital Securities which forms a part of the
Registration Statement. In giving this consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder. This opinion is expressed as of the date
hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any
subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable
law.
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Yours truly,
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/s/ Reed Smith LLP |
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