EXHIBIT 5(a)
[LETTERHEAD OF KILPATRICK TOWNSEND & STOCKTON LLP]
April 26, 2013
New York Community Bancorp, Inc.
615 Merrick Avenue
Westbury, New York 11590
Ladies and Gentlemen:
We have acted as counsel to New York Community Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
an automatic registration statement on Form S-3 (the "Registration Statement")
providing for the registration of an unspecified number of Securities (as
defined below) under the Securities Act of 1933, as amended (the "Act"),
consisting of the following:
(i) senior debt securities ("Senior Debt Securities") and subordinated debt
securities ("Subordinated Debt Securities") of the Company (collectively, "Debt
Securities");
(ii) shares of common stock, $0.01 par value, of the Company ("Common
Stock");
(iii) shares of preferred stock, $0.01 par value, of the Company ("Preferred
Stock"), which may be issued in the form of depositary shares ("Depositary
Shares") evidenced by depositary receipts ("Depositary Receipts");
(iv) warrants to purchase Common Stock, Preferred Stock or Depositary Shares
of the Company ("Warrants"); and
(v) contracts to purchase or sell Common Stock, Preferred Stock or
Depositary Shares of the Company ("Stock Purchase Contracts");
(vi) Stock Purchase Contract units ("Stock Purchase Units"); and
(vii) units ("Units"), which are comprised of one or more of the Securities
(as defined below) in any combination.
New York Community Bancorp, Inc.
April 26, 2013
Page 2
The Debt Securities, Common Stock, Preferred Stock, Depositary Shares,
Warrants, Stock Purchase Contracts, Purchase Contract Units, and Units are
collectively referred to herein as the "Securities."
We have examined: (i) the Registration Statement, including the respective
prospectuses and the exhibits (including those incorporated by reference)
constituting a part of the Registration Statement; (ii) the respective
indentures or forms of indentures, as the case may be, for the respective Debt
Securities (including, as exhibits, proposed forms of securities thereunder)
between the Company and Wilmington Trust N.A., as Trustee, under each indenture
(the "Trustee"), providing for the issuance of the respective Debt Securities
from time to time on the terms thereof (each an "Indenture" and, collectively,
the "Indentures"); (iii) the Company's restated certificate of incorporation
and bylaws, each as amended to the date hereof; (iv) corporate proceedings of
the Company relating to the Registration Statement, the Indentures and the
transactions contemplated thereby; and (v) such other agreements, proceedings,
documents and records and such matters of law as we have deemed necessary or
appropriate to enable us to render this opinion.
As to certain facts material to our opinion, we have relied, to the extent
we deem such reliance proper, upon certificates of public officials and
officers of the Company. In our examination, we have assumed the genuineness of
all signatures, the authenticity of all documents and instruments submitted to
us as originals and the conformity to the originals of all documents and
instruments submitted to us as certified or conformed copies. In addition, we
have assumed the accuracy and completeness of all records, documents,
instruments and materials made available to us by the Company.
Our opinion is limited to the matters set forth herein, and we express no
opinion other than as expressly set forth herein. In rendering the opinion set
forth below, we do not express any opinion concerning laws other than those of
the States of Delaware and New York. Our opinion is expressed as of the date
hereof and is based on laws currently in effect. Accordingly, the conclusions
set forth in this opinion are subject to change in the event that any laws
should change or be enacted in the future. We are under no obligation to update
this opinion or to otherwise communicate with you in the event of any such
change.
Based on the foregoing, we are of the opinion that:
(1) when (i) the terms of the applicable Debt Securities and of their
issuance and sale have been duly established in conformity with the applicable
Indenture, (ii) such Debt Securities have been duly executed, authenticated,
and delivered in accordance with the applicable Indenture, and (iii) such Debt
Securities have been issued and sold in the manner contemplated by the
Registration Statement against delivery of applicable consideration, the Debt
Securities so issued (including any Debt Securities issued in settlement of
Stock Purchase Contracts, Purchase Contract Units or Units) will constitute
valid and binding obligations of the Company;
New York Community Bancorp, Inc.
April 26, 2013
Page 3
(2) except with respect to Common Stock issuable upon (x) the conversion of
Securities that are by their terms convertible ("Convertible Securities") or
(y) the settlement of Stock Purchase Contracts, Purchase Contract Units or
Units, when (i) all necessary corporate action to authorize and approve the
issuance of the Common Stock has been taken and (ii) the Common Stock is
issued, sold and delivered in the manner contemplated by the Registration
Statement against delivery of applicable consideration, the Common Stock will
be validly issued, fully paid and nonassessable;
(3) with respect to Common Stock issuable upon the conversion of Convertible
Securities that are by their terms convertible, when (i) all necessary
corporate action to authorize and approve the issuance of the Common Stock upon
conversion of the Convertible Securities has been taken, (ii) such Convertible
Securities have been converted in accordance with their terms and (iii) the
Common Stock is issued and delivered as contemplated thereby, such Common Stock
will be validly issued, fully paid and nonassessable;
(4) with respect to Common Stock issuable upon settlement of Stock Purchase
Contracts, Purchase Contract Units or Units comprised of Common Stock and any
one or more other Securities, when (i) all necessary corporate action to
authorize and approve the issuance of the Common Stock upon settlement of the
Stock Purchase Contracts, Purchase Contract Units or Units has been taken,
(ii) such Stock Purchase Contracts, Purchase Contract Units or Units have been
settled in accordance with their terms and (iii) the Common Stock is issued and
delivered as contemplated thereby, such Common Stock will be validly issued,
fully paid and nonassessable;
(5) except with respect to Preferred Stock issuable upon (x) the conversion
of Convertible Securities or (y) the settlement of Stock Purchase Contracts,
Purchase Contract Units or Units, when (i) all necessary corporate action has
been taken approving and authorizing the issuance of the Preferred Stock
(including the establishment of the terms thereof), (ii) a Certificate of
Designation of Rights and Preferences has been duly filed with the Secretary of
State of the State of Delaware and (iii) the Preferred Stock is issued, sold
and delivered in the manner contemplated by the Registration Statement against
delivery of the applicable consideration, the Preferred Stock will be validly
issued, fully paid and nonassessable;
(6) with respect to Preferred Stock issuable upon the conversion of
Convertible Securities which are by their terms convertible, when (i) all
necessary corporate action has been taken approving and authorizing the
issuance of the Preferred Stock (including the establishment of the terms
thereof) upon conversion of Convertible Securities, (ii) a Certificate of
Designation of Rights and Preferences has been duly filed with the Secretary of
State of the State of Delaware and (iii) such Convertible Securities have been
converted in accordance with their terms, such Preferred Stock will be validly
issued, fully paid and nonassessable;
(7) with respect to Preferred Stock issuable upon settlement of Stock
Purchase Contracts, Purchase Contract Units or Units comprised of Preferred
Stock and any one or more other Securities, when (i) all necessary corporate
action has been taken approving and authorizing the issuance of the Preferred
Stock (including the establishment of the terms thereof) upon settlement of
Stock Purchase Contracts, Purchase Contract Units or Units, (ii) a Certificate
of Designation of Rights and Preferences has been duly filed with the Secretary
New York Community Bancorp, Inc.
April 26, 2013
Page 4
of State of the State of Delaware and (iii) such Stock Purchase Contracts,
Purchase Contract Units or Units have been settled in accordance with their
terms, such Preferred Stock will be validly issued, fully paid and
nonassessable;
(8) when (i) all necessary corporate action to approve the execution and
delivery of a deposit agreement relating to the Depositary Shares (the "Deposit
Agreement") with a bank or trust company selected by the Company to act as
depositary thereunder (the "Depositary"), (ii) the Deposit Agreement has been
duly authorized, executed and delivered by each of the parties thereto,
(iii) the terms of the Depositary Shares and of their issuance and sale have
been duly established in conformity with the Deposit Agreement, (iv) the
Preferred Stock represented by the Depositary Shares has been duly authorized,
validly issued, fully paid and delivered to the Depositary, and (v) the
Depositary Receipts evidencing the Depositary Shares have been executed and
countersigned in accordance with the Depositary Agreement and issued against
deposit of the Preferred Stock as contemplated by the Registration Statement
and the Depositary Agreement, the Depositary Receipts will constitute valid and
binding obligations of the Company and will entitle the holders thereof to the
rights specified in the Depositary Shares and the Depositary Agreement;
(9) when (i) all necessary corporate action to approve and authorize the
execution and delivery of a warrant agreement that conforms in all material
respects to the description thereof in the Registration Statement (the "Warrant
Agreement") has been taken, (ii) such Warrant Agreement has been duly
authorized, executed and delivered by each of the parties thereto, (iii) the
terms of Warrants and of their issuance and sale have been duly established in
conformity with the Warrant Agreement, and (iv) the Warrants have been duly
executed and countersigned in accordance with the Warrant Agreement and issued
and sold, against delivery of the applicable consideration, the Warrants will
constitute valid and binding obligations of the Company;
(10) when (i) all necessary corporate action to approve and authorize the
execution and delivery of Stock Purchase Contracts that conform in all material
respects to the description thereof in the Registration Statement has been
taken, (ii) such Stock Purchase Contracts have been duly authorized, executed
and delivered by each of the parties thereto, (iii) the terms of such Stock
Purchase Contracts and the underlying Securities relating thereto and of their
issuance and sale have been duly established, and (iv) such Stock Purchase
Contracts have been issued and sold, against delivery of the applicable
consideration, the Stock Purchase Contracts will constitute valid and binding
obligations of the Company;
(11) when (i) all necessary corporate action to approve and authorize the
execution and delivery of Purchase Contract Units that conform in all material
respects to the description thereof in the Registration Statement has been
taken, (ii) such Purchase Contract Units have been duly authorized, executed
and delivered by each of the parties thereto, (iii) the terms of such Purchase
Contract Units and the underlying Securities relating thereto and of their
issuance and sale have been duly established, and (iv) such Purchase Contract
Units have been issued and sold, against delivery of the applicable
consideration, the Purchase Contract Units will constitute valid and binding
obligations of the Company; and
New York Community Bancorp, Inc.
April 26, 2013
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(12) when (i) all necessary corporate action to approve and authorize the
issuance of Units, including the component Securities contained therein, and
the documents evidencing and used in connection with the issuance and sale of
Units, which documents conform in all material respects to the description
thereof in the Registration Statement (the "Unit Documents") has been taken,
(ii) the Units and the Unit Documents have been executed and delivered by each
of the parties thereto in accordance with their respective terms and
provisions, (iii) the terms of the Units and of their issuance and sale have
been duly established in conformity with the Unit Documents, and (iv) the Units
have been issued and sold as contemplated in the Unit Documents, against
delivery of the applicable consideration, the Units will constitute valid and
binding obligations of the Company.
Insofar as the opinions expressed above relate to the validity, binding
effect or enforceability of any agreement or obligation of the Company, such
opinions are subject to applicable bankruptcy, reorganization, insolvency,
receivership, conservatorship, moratorium, fraudulent conveyance or other
similar laws affecting the rights of creditors now or hereafter in effect, and
to equitable principles that may limit the right to specific enforcement of
remedies and to the application of principles of public policy.
We hereby consent to be named in the Registration Statement and in each of
the Prospectuses as attorneys
New York Community Bancorp, Inc.
April 26, 2013
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who passed upon the legality of the Securities and to the filing of a copy of
this opinion as Exhibit 5(a) to the Registration Statement. In giving this
consent, we do not admit that we are in the category of persons whose consent
is required under Section 7 of the Securities Act.
Very truly yours,
KILPATRICK TOWNSEND & STOCKTON LLP
By: /s/ Victor L. Cangelosi
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Victor L. Cangelosi, a Partner