exv5w2
Exhibit 5.2
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Dewey & LeBoeuf LLP |
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1301 Avenue of the Americas |
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New York, NY 10019-6092 |
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tel (212) 259-8000
fax (212) 259-6333 |
March 8, 2011
MetLife, Inc.
1095 Avenue of the Americas
New York, NY 10036
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| Re: |
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MetLife, Inc. — Underwritten Public Offering of 40,000,000 Common Equity Units |
Ladies and Gentlemen:
We have acted as special counsel for MetLife, Inc., a Delaware corporation (the “Company”), in
connection with the sale of 40,000,000 Common Equity Units, with an aggregate stated value of
$3,000,000,000 (the “Common Equity Units”), pursuant to the Underwriting Agreement, dated as of
March 2, 2011 (the “Underwriting Agreement”), among the Company, ALICO Holdings LLC, a Delaware
limited liability company (the “Selling Securityholder”), American International Group, Inc., a
Delaware corporation (“AIG”), and Goldman, Sachs & Co. and Citigroup Global Markets Inc.,
as the representatives (the “Representatives”) of the several underwriters
(the “Underwriters”) listed on Schedule I to the Pricing Agreement, dated as
of March 2, 2011 (the “Pricing Agreement”), among the Company, the Selling Securityholder, AIG and
the Representatives. All capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Stock Purchase Contract Agreement (defined below).
The Common Equity Units were issued to the Selling Securityholder on November 1, 2010 pursuant
to the stock purchase contract agreement, dated November 1, 2010 (the “Stock Purchase Contract
Agreement”), between the Company and Deutsche Bank Trust Company Americas, a New York banking
corporation (“DBTCA”), as stock purchase contract agent (the “Stock Purchase Contract Agent”).
Each Common Equity Unit has a stated amount of $75.00
New York | London multinational partnership | Washington, DC
Abu Dhabi | Albany | Almaty | Beijing | Boston | Brussels | Chicago | Doha | Dubai
Frankfurt | Hong Kong | Houston | Johannesburg (pty ) ltd. | Los Angeles | Madrid | Milan | Moscow
Paris multinational partnership | Riyadh affiliated office | Rome | San Francisco | Silicon Valley | Warsaw
MetLife, Inc.
March 8, 2011
Page 2
prior to the First Stock Purchase Date, $50.00 prior to the Second Stock Purchase Date and
$25.00 thereafter, and initially consists of: (i) three stock purchase contracts (each, a “Stock
Purchase Contract”) under which the holder will agree to purchase and the Company will agree to
sell on one of three dates (each, a “Stock Purchase Date”) determined in or pursuant to the Stock
Purchase Contract Agreement, for a price of $25.00 per Stock Purchase Contract, a number of shares
of Common Stock determined pursuant to the terms of such Stock Purchase Contract (the “Settlement
Shares”); (ii) prior to the First Stock Purchase Date, a 1/40, or 2.50%, undivided beneficial
interest in a Series C Debt Security having a principal amount equal to $1,000; (iii) prior to the
Second Stock Purchase Date, a 1/40, or 2.50%, undivided beneficial interest in a Series D Debt
Security having a principal amount equal to $1,000; and (iv) prior to the Third Stock Purchase
Date, a 1/40, or 2.50%, undivided beneficial interest in a Series E Debt Security having a
principal amount equal to $1,000 (together with the Series C Debt Security and the Series D Debt
Security, the “Debt Securities”).
In accordance with our understanding with you as to the scope of our services applicable to
the transactions contemplated in the Underwriting Agreement, we have reviewed: (a) the registration
statement on Form S-3 (File No. 333- 170876) filed by the Company with the Securities and Exchange
Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities
Act”), which automatically became effective under the Securities Act on November 30, 2010, allowing
for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the
Securities Act (the “Rules and Regulations”), including the documents incorporated by reference
therein (the “Registration Statement”); (b) the prospectus, dated November 30, 2010 (the “Base
Prospectus”), filed as part of the Registration Statement; (c) the preliminary prospectus
supplement, dated March 1, 2011, relating to the Common Equity Units, in the form filed with the
Commission pursuant to Rule 424(b) of the Rules and Regulations; (d) the prospectus supplement,
dated March 3, 2011, as supplemented (together with the Base Prospectus, the “Prospectus”), relating to the Common
Equity Units in the form filed with the Commission pursuant to Rule 424(b) of the Rules and
Regulations; (e) an executed copy of the Underwriting Agreement; (f) an executed copy of the
Pricing Agreement; (g) an executed copy of the Stock Purchase Contract Agreement; (h) an executed
copy of the Pledge Agreement, dated November 1, 2010 (the “Pledge Agreement”), among the Company,
DBTCA, as custodial agent, pledge collateral agent and securities intermediary, and the Stock
Purchase Contract Agent; (i) copies of the executed and authenticated certificates representing the
Normal Common Equity Units and the form of the certificates representing the Stripped Common Equity
Units; (j) an executed copy of the Indenture, dated as of November 9, 2001 (the “Base Indenture”),
between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”);
(k) the Twentieth Supplemental Indenture relating to the Series C Debt Securities,
dated as of November 1, 2010 (the “Twentieth Supplemental Indenture”), between the Company and the
Trustee; (l) the Twenty-First Supplemental Indenture relating to the Series D Debt Securities,
dated as of November 1, 2010 (the “Twenty-First Supplemental Indenture”), between the Company and
the Trustee; (m) the Twenty-Second Supplemental Indenture relating
MetLife, Inc.
March 8, 2011
Page 3
to the Series E Debt Securities, dated as of November 1, 2010 (the Twenty-Second Supplemental
Indenture,” and together with the Twentieth Supplemental Indenture and the Twenty-First
Supplemental Indenture, the “Supplemental Indentures,” and together with the Base Indenture, the
"Indenture”), between the Company and the Trustee; (n) copies of the executed and authenticated
certificates representing the Debt Securities; (o) a certificate of the Secretary of the Company,
dated as of March 8, 2011 (including the attachments thereto, the “Secretary’s Certificate”); (p) a
certificate, dated March 2, 2011, and a facsimile bringdown thereof, dated March 8, 2011 from the
Office of the Secretary of the State of Delaware as to the existence and good standing in the State
of Delaware of the Company; (q) a copy of the Amended and Restated Certificate of Incorporation of
the Company, as amended through the date hereof, a copy of the Amended and Restated Bylaws of the
Company, as amended through the date hereof, a copy of the resolutions of the Board of Directors of
the Company (the “Board”), adopted March 7, 2010, April 27, 2010, October 26, 2010 and February 23,
2011, and a copy of the resolutions of the Finance and Risk Committee of the Board, adopted March
1, 2011, in each case, as certified by the Secretary of the Company in the Secretary’s Certificate;
and (r) such other records of the corporate proceedings of the Company as we have deemed necessary
as the basis for the opinions expressed herein.
We have also examined, have relied as to matters of fact upon and have assumed the accuracy of
originals or copies certified of, or otherwise identified to our satisfaction, such records,
agreements, documents and other instruments and such representations, statements and certificates
or comparable documents of or from public officials and officers and representatives of the Company
and of representations of such persons whom we have deemed appropriate, and have made such other
investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter
set forth. In such examination, and in connection with our review of all such documents, including
the documents referred to in clauses (a) through (r) of the preceding paragraph, we have assumed
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 copies and the
authenticity of the originals of such latter documents.
The Underwriting Agreement, the Pricing Agreement, the Stock Purchase Contract Agreement, the
Pledge Agreement and the Indenture are collectively referred to herein as the “Transaction
Documents.” As used herein, “Applicable Laws” means the General Corporation Law of the State of
Delaware and those laws, rules and regulations of the State of New York and those federal laws,
rules and regulations of the United States of America, in each case that, in our experience, are
normally applicable to transactions of the type contemplated by the Underwriting Agreement (other
than the United States federal securities laws, state securities or blue sky laws, federal and
state antifraud laws and the rules and regulations of the Financial Industry Regulatory Authority,
Inc.), but without our having made any special investigation as to the applicability of any
specific law, rule or regulation.
We have assumed for purposes of this letter, without investigation, that: (i) each of the
parties to any of the Transaction Documents (other than the Company) and each person
MetLife, Inc.
March 8, 2011
Page 4
executing and delivering any of the Transaction Documents by or on behalf of any such party
(other than the Company), has the full power, authority and legal capacity (including the taking of
all requisite action) to execute, deliver and perform, or cause the performance of, as the case may
be, such party’s obligations under such documents, and each of such parties (other than the
Company) has been duly formed and organized and is validly existing and, if applicable, in good
standing, in the respective jurisdiction of its formation; (ii) each of the parties to any of the
Transaction Documents (other than the Company) has duly authorized and executed and delivered each
such Transaction Document; (iii) each of the Transaction Documents constitutes a valid, binding and
enforceable obligation of each party thereto (other than the Company); (iv) the execution and
delivery by any party (other than the Company) of, and its performance of its obligations under,
the Transaction Documents do not and will not contravene, conflict with, violate, or result in a
breach of or default under (a) any of such party’s constitutive documents, (b) any law, rule,
regulation, resolution, guideline, interpretation, restriction, limitation, policy, procedure,
ordinance, order, writ, judgment, decree, determination, or ruling applicable to such party, or to
the property of such party, or (c) any agreement, document, instrument, obligation, or commitment
binding on any party to the Transaction Documents or to which it or its property is subject; (v)
the execution and delivery by the Company of, and its performance of its obligations under the
Transaction Documents do not and will not contravene, conflict with, violate, or result in a breach
of or default under any law, rule, regulation, resolution, guideline, interpretation, restriction,
limitation, policy, procedure, ordinance, order, writ, judgment, decree, determination, or ruling
applicable to the Company, other than any Applicable Law; and (vi) to the extent that any opinion
relates to the enforceability of the choice of New York law and choice of New York forum provisions
of the Transaction Documents, our opinion is rendered in reliance upon Sections 5-1401 and 5-1402
of the General Obligations Law of the State of New York and is subject to the qualification that
such enforceability may be limited by public policy considerations.
We do not express any opinion as to any laws other than the Applicable Laws, to the extent
referred to specifically in the opinion paragraphs enumerated below, and the U.S. federal
securities laws. The opinions expressed herein are based on the Applicable Laws and the U.S.
federal securities laws in effect on the date hereof, which Applicable Laws and U.S. federal
securities laws are subject to change with possible retroactive effect, and we assume no obligation
to inform you of any such change that may hereafter be brought to our attention that may alter,
affect or modify the opinions expressed herein.
Based upon and subject to the foregoing, and subject to the further limitations,
qualifications and assumptions stated herein, we are of the opinion that:
1. The Normal Common Equity Units have been duly authorized by the Company, each certificate
representing the Normal Common Equity Units has been duly executed and delivered by the Company,
and the Normal Common Equity Units have been validly issued by the Company and constitute legal,
valid and binding obligations of the Company, enforceable
MetLife, Inc.
March 8, 2011
Page 5
against the Company in accordance with their terms, subject to (x) bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and other similar laws now or hereafter in effect
relating to or affecting creditors’ rights generally and (y) general principles of equity
(regardless of whether such principles are considered in a proceeding at law or in equity);
2. The Stripped Common Equity Units have been duly authorized and, when each certificate
representing the Stripped Common Equity Units is executed, issued and delivered by the Company
against payment therefor in accordance with the provisions of the Stock Purchase Contract
Agreement, the Stripped Common Equity Units will constitute legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms, subject to (x)
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws now
or hereafter in effect relating to or affecting creditors’ rights generally and (y) general
principles of equity (regardless of whether such principles are considered in a proceeding at law
or in equity);
3. The Settlement Shares have been duly authorized and reserved by the Company and, upon
issuance and delivery of and payment for the Settlement Shares pursuant to the terms of the Stock
Purchase Contracts, will be validly issued, fully paid and non-assessable;
4. The Stock Purchase Contracts have been duly authorized, executed and delivered by the
Company, and, assuming each Stock Purchase Contract has been authenticated and delivered by the
Stock Purchase Contract Agent in accordance with the terms of the Stock Purchase Contract Agreement
and the Pledge Agreement, the Stock Purchase Contracts constitute legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with their terms, subject
to (x) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar
laws now or hereafter in effect relating to or affecting creditors’ rights generally and (y)
general principles of equity (regardless of whether such principles are considered in a proceeding
at law or in equity);
5. The issuance of the Debt Securities has been duly authorized by the Company, each
certificate representing the Debt Securities has been duly executed and delivered by the Company
against payment therefor in accordance with the terms of the Stock Purchase Agreement, and,
assuming each certificate representing the Debt Securities has been authenticated and delivered by
the Trustee in accordance with the terms of the Indenture, the Debt Securities constitute legal,
valid and binding obligations of the Company, enforceable against the Company in accordance with
their terms, subject to (x) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer
or other similar laws now or hereafter in effect relating to or affecting creditors’ rights
generally and (y) general principles of equity (regardless of whether such principles are
considered in a proceeding at law or in equity) and are entitled to the benefits of the Indenture;
MetLife, Inc.
March 8, 2011
Page 6
This opinion letter is rendered as of the date hereof based upon the facts and law in
existence on the date hereof. We assume no obligation to update or supplement this opinion letter
to reflect any circumstances that may come to our attention after the date hereof with respect to
the opinion and statements set forth above, including any changes in applicable law that may occur
after the date hereof.
We consent to the filing of this opinion letter as an exhibit to the Company’s Current Report
on Form 8-K to be filed in connection with the offering and sale of the Common Equity Units, which
will be incorporated by reference into the Registration Statement and the Prospectus and to the use
of our name under the caption “Legal Opinions” contained in the Prospectus. In giving our consent,
we do not thereby concede that we come within the category of persons whose consent is required by
the Securities Act or the Rules and Regulations.
Very truly yours,
/s/ Dewey & LeBoeuf LLP
