8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2015

WESTERN ALLIANCE BANCORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-32550	88-0365922
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One E. Washington Street

Phoenix, Arizona 85004

(Address of principal executive offices, zip code)

(602) 389-3500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On October 30, 2015, Western Alliance Bancorporation (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) to its effective shelf registration statement on Form S-3 (File No. 333-203959) filed with the Securities and Exchange Commission on May 7, 2015. The Prospectus Supplement relates to the issuance and sale from time to time of up to $85,768,896.63 of shares our common stock, par value $0.0001 per share, through Credit Suisse Securities (USA) LLC as set forth therein.

This Current Report on Form 8-K is being filed solely for the purpose of filing the opinion of DLA Piper LLP (US) relating to the validity of the shares of common stock set forth in the Prospectus Supplement, which opinion is attached as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
5.1	Legal Opinion of DLA Piper LLP (US).
23.1	Consent of DLA Piper LLP (US) (included in Exhibit 5.1).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WESTERN ALLIANCE BANCORPORATION
Date: October 30, 2015	By:	/s/ Dale Gibbons
		Dale Gibbons
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
5.1	Legal Opinion of DLA Piper LLP (US).
23.1	Consent of DLA Piper LLP (US) (included in Exhibit 5.1).

EX-5.1

	Exhibit 5.1
	DLA Piper LLP (US)
	2525 East Camelback Road, Suite 1000
	Phoenix, Arizona 85016-4232
	www.dlapiper.com
	T 480.606.5100
	F 480.606.5101

October 30, 2015

Western Alliance Bancorporation

One E. Washington Street, Suite 1400

Phoenix, Arizona 85004

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the sale from time to time by Western Alliance Bancorporation, a Delaware corporation (the “Company”), and issuance of up to $85,768,896.63 of shares of common stock, par value $0.0001 per share (the “Shares”), pursuant to an effective shelf registration statement on Form S-3 (File No. 333-203959) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and the related prospectus dated May 7, 2015 (the “Base Prospectus”), as supplemented by the prospectus supplement dated October 30, 2015 filed with the Commission pursuant to Rule 424(b) promulgated under the Act (together with the Base Prospectus, the “Prospectus”).

In connection with this opinion, we have examined and relied upon the Registration Statement and the Prospectus, the Company’s Certificate of Incorporation and Bylaws, as currently in effect, and the originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.

In rendering this opinion, we have assumed the genuineness and authenticity of all signatures on original documents; the genuineness and authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness of such documents. In providing this opinion, we have relied as to certain matters on information obtained from public officials and officers of the Company. We express no opinion as to matters governed by any laws other than the substantive laws of the State of Delaware and the federal laws of the United States of America, as in effect on the date hereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares have been duly and validly authorized and, when issued and sold pursuant to that certain Amended and Restated Distribution Agency Agreement, dated October 30, 2014, by and between the Company and Credit Suisse Securities (USA) LLC, as amended by that certain Amendment No. 1 to Amended and Restated Distribution Agency Agreement, dated October 30, 2015, in accordance with the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.

Western Alliance Bancorporation

October 30, 2015

Page 2

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to a Current Report of the Company on Form 8-K. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares, the Registration Statement or the Prospectus.

Very truly yours,

DLA Piper LLP (US)

/s/ DLA Piper LLP (US)