EX-5.1 2 dex51.htm OPINION AND CONSENT OF LATHAM & WATKINS LLP Opinion and Consent of Latham & Watkins LLP

EXHIBIT 5.1

 

[LATHAM & WATKINS LLP LETTERHEAD]

 

June 3, 2005

 

Mercury General Corporation

4484 Wilshire Boulevard

Los Angeles, California 90010

 

Re:    Registration Statement on Form S-8 for Mercury General Corporation 2005 Equity Incentive Award Plan – Offering of an Aggregate of 5,400,000 Shares of Common Stock, without par value

 

Ladies and Gentlemen:

 

We have acted as special counsel to Mercury General Corporation, a California corporation (the “Company”), in connection with the proposed issuance of 5,400,000 shares of common stock, without par value (the “Shares”), pursuant to a registration statement on Form S–8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 3, 2005 (the “Registration Statement”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as to the validity of the Shares.

 

In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company pursuant to the Mercury General Corporation 2005 Equity Incentive Award Plan (the “Plan”) in connection with the authorization, issuance and sale of the Shares which are to be offered and sold by the Company pursuant to the Plan and, for the purposes of this opinion, have assumed such proceedings will be timely completed in the manner presently proposed in the Plan. In addition, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.

 

We are opining herein only as to General Corporation Law of the State of California, and we express no opinion with respect to the applicability thereto, or the effect thereon, of any other laws.

 

Subject to the foregoing, it is our opinion that, as of the date hereof, when certificates representing the Shares in the form of the specimen certificate examined by us have been manually signed by an authorized officer of the transfer agent and registrar therefor, and have been delivered to and paid for in the circumstances contemplated by, and according to the terms, procedures and conditions of, the Plan, the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such 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.

 

Very truly yours,

/s/ Latham & Watkins LLP