EXHIBIT 5.1
THE PNC FINANCIAL SERVICES GROUP, INC.
249 FIFTH AVENUE
PITTSBURGH, PENNSYLVANIA 15222-2707
December 19, 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-3 |
Ladies and Gentlemen:
I have acted as counsel to The PNC Financial Services Group, Inc., a Pennsylvania corporation
(the “Company”), in connection with the preparation and filing by the Company of the Registration
Statement on Form S-3 (the “Registration Statement”) relating to up to 1,800,000 shares of the
Company’s common stock, par value $5.00 per share (the “Common Stock”) to be newly issued or sold
from its treasury to participants in the Company’s Dividend Reinvestment and Stock Purchase Plan
(the “Plan”).
This opinion is rendered as of the date hereof and its applicability at future dates is
conditioned upon the nonoccurrence of any event which would affect the validity of the issuance of
Common Stock under the Plan. With respect to any Common Stock held as treasury shares that may be
sold under the Plan, my opinion is also subject to the condition that such shares had been validly
issued before they were reacquired by the Company and became treasury shares.
In rendering this opinion, I have examined such corporate records and other documents, and
have reviewed such matters of law, as I have deemed necessary under the circumstances as a basis
for the opinions hereinafter expressed. 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. I have not independently verified any factual matters in
connection with or apart from my review of the documents referred to above and, accordingly, I do
not express any opinion as to matters that might have been brought to my attention by independent
verification. 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. 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; (iii) the conformity to originals of all documents submitted to me as certified,
telecopied or reproduced copies and the authenticity of the originals of such documents; and (iv)
the accuracy, completeness and authenticity of certificates or letters of public officials.
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 and the laws of the
Commonwealth of Pennsylvania. This opinion speaks as of today’s date and is limited to present
statutes, regulations and judicial interpretations. In rendering this 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 hereafter be amended or
modified.
Based on and subject to the foregoing, I am of the opinion that, when the Registration
Statement has become effective in accordance with applicable law, the 1,800,000 shares of Common
Stock to be registered, when issued or sold pursuant to and in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable.