{"id":43839,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/opinion-letter-outside-counsel-s-3-registered-securities5.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"opinion-letter-outside-counsel-s-3-registered-securities5","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/opinion-letter-outside-counsel-s-3-registered-securities5.html","title":{"rendered":"Opinion Letter – Outside Counsel – S-3 Registered Securities – KeyCorp"},"content":{"rendered":"

[LETTERHEAD OF SQUIRE, SANDERS & DEMPSEY (US)
\nLLP]<\/strong><\/p>\n

\n

March 24, 2011<\/p>\n

\n

KeyCorp
\n127 Public Square
\nCleveland, Ohio 44114<\/p>\n<\/p>\n\n\n\n
<\/td>\n<\/td>\n\n

Re: $1,000,000,000 5.100% Senior Medium-Term Notes, Series I, due
\nMarch 24, 2021 (the “Notes”)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Ladies and Gentlemen:<\/p>\n<\/p>\n

We have acted as counsel to KeyCorp, an Ohio corporation (the “Corporation”),
\nin connection with the Registration Statement on Form S-3 (File No. 333-151608)
\n(the “Registration Statement”) filed on June 12, 2008 with the Securities and
\nExchange Commission (the “Commission”) pursuant to the Securities Act of 1933,
\nas amended, and the issuance and sale of the above-referenced Notes pursuant to
\na Terms Agreement dated March 21, 2011 (the “Terms Agreement”), among the
\nCorporation and the agents referenced therein, which Terms Agreement is
\ndelivered pursuant to the Distribution Agreement dated June 20, 2008 (the
\n“Distribution Agreement”), among the Corporation and the agents listed on
\nSchedule I<\/u> thereto. The Notes are being issued under the Senior Indenture
\ndated June 10, 1994 (the “Senior Indenture”), between the Corporation and
\nDeutsche Bank Trust Company Americas (formerly known and Bankers Trust Company),
\nas trustee, a copy of which is incorporated by reference to Exhibit 4(c) to
\nRegistration Statement No. 33-58405, filed with the Commission on April 3, 1995.\n<\/p>\n<\/p>\n

We have examined the Registration Statement, the Terms Agreement, the
\nDistribution Agreement, the Senior Indenture and duplicates of the global notes
\nrepresenting the Notes. We are familiar with the corporate proceedings of the
\nCorporation to date with respect to the issuance and sale of the Notes, and we
\nhave examined such corporate records of the Corporation and such other documents
\nand certificates as we have deemed necessary as a basis for the opinions
\nhereinafter expressed. In rendering this opinion, we have assumed, without any
\nindependent investigation, that (i) all documents that have been submitted to us
\nas originals are authentic, and that all documents that have been submitted to
\nus as copies conform to authentic, original documents, and (ii) all persons
\nexecuting agreements, instruments or documents examined or relied upon by us had
\nthe capacity to sign such agreements, instruments or documents, and all such
\nsignatures are genuine.<\/p>\n<\/p>\n

We have assumed that each of the documents have been duly authorized,
\nexecuted and delivered by each of the parties thereto other than the Corporation
\nand constitute valid and legally binding obligations of such parties enforceable
\nin accordance with their respective terms,<\/p>\n<\/p>\n

\n

KeyCorp
\nMarch 24, 2011
\nPage 2 of 2<\/p>\n

except as limited by applicable bankruptcy, insolvency, reorganization,
\narrangement, fraudulent transfer, moratorium or other laws relating to or
\naffecting creditors153 rights generally and general principles of equity,
\nconstitutional rights and public policy, regardless of whether enforceability is
\nconsidered in a proceeding at law or in equity.<\/p>\n

Based on the foregoing, and having regard for such legal considerations as we
\nhave deemed relevant, we are of the opinion that the Notes have been duly and
\nvalidly authorized by the Corporation and constitute valid and legally binding
\nobligations of the Corporation, enforceable against the Corporation in
\naccordance with their terms.<\/p>\n

The opinion set forth above regarding the enforceability of the Notes is
\nsubject to (i) bankruptcy, insolvency (including, without limitation, all laws
\nrelating to fraudulent transfers), reorganization, moratorium and other similar
\nlaws relating to or affecting the enforcement of creditors153 rights generally,
\n(ii) general equitable principles (regardless of whether enforcement is
\nconsidered in a proceeding in equity or at law), and (iii) an implied covenant
\nof good faith and fair dealing.<\/p>\n

This opinion is given on the basis of the law and the facts existing as of
\nthe date hereof. We assume no obligation to advise you of changes in matters of
\nfact or law which may thereafter occur. Our opinion is based on statutory laws
\nand judicial decisions that are in effect on the date hereof, and we do not
\nopine with respect to any law, regulation, rule or governmental policy which may
\nbe enacted or adopted after the date hereof.<\/p>\n

The attorneys involved in the preparation of this opinion are licensed to
\npractice law in the States of New York and Ohio and, accordingly, the foregoing
\nopinions are limited solely to the laws of the States of New York and Ohio and
\napplicable federal laws of the United States of America. We express no opinion
\nas to matters governed by any laws other than laws of the States of New York and
\nOhio and the federal laws of the United States of America.<\/p>\n

We hereby consent to the filing of this opinion as an exhibit to a Current
\nReport on Form 8-K of the Corporation filed with the Commission on March 24,
\n2011, and thereby incorporated by reference into the Registration Statement, and
\nto the reference to our firm contained therein.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Very truly yours,<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

\/s\/ Squire, Sanders & Dempsey (US) LLP<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
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