Exhibit 5.1
[Letterhead of Morgan, Lewis & Bockius LLP]
March 18, 2009
The PNC Financial Services Group, Inc.
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
Re: |
The PNC Financial Services Group, Inc. Registration Statement on Form S-8 Relating to The PNC Financial Services Group, Inc. Incentive Savings Plan and the PNC Global Investment Servicing Inc. Retirement Savings Plan |
Ladies and Gentlemen:
We have acted as counsel to The PNC Financial Services Group, Inc., a Pennsylvania corporation (the Company), in connection with the preparation of a registration statement on Form S-8 (the Registration Statement) to be filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act), relating to 30,000,000 shares of PNCs common stock, par value $5.00 per share (the Common Stock), including 26,500,000 shares to be issued under The PNC Financial Services Group, Inc. Incentive Savings Plan (the ISP) and 3,500,000 shares of Common Stock to be issued under the PNC Global Investment Servicing Inc. Retirement Savings Plan (the RSP). We have examined such certificates, records, statutes and other documents as we have deemed relevant in rendering this opinion.
As to matters of fact, we have relied on a certificate and representations of officers of the Company. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.
Based upon the foregoing, it is our opinion that the shares of Common Stock originally issued by the Company to participants under the ISP and the RSP, when issued and delivered by the Company in accordance with the terms of the applicable plan, will be duly authorized, validly issued, fully paid and non-assessable. The opinion set forth above is limited to the laws of the Commonwealth of Pennsylvania.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such opinion, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP