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Anthem, Inc. | | -2- | | April 29, 2022 |
(d) The Underwriting Agreement, dated as of April 26, 2022, among the Company, and Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein;
(e) The Amended and Restated Articles of Incorporation of the Company, as amended to the date hereof, and the Bylaws of the Company, as amended to the date hereof; and
(f) The proceedings taken by the Company in connection with the authorization of the Notes.
For purposes of this opinion letter, we have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, agreements, instruments and other relevant materials as we deemed advisable and have made such examination of statutes and decisions and reviewed such questions of law as we have considered necessary or appropriate.
On the basis of and subject to the foregoing and to the other assumptions, qualifications and limitations set forth herein, we are of the opinion that:
(1) The Company is validly existing as a corporation under the laws of the State of Indiana.
(2) The Company has the corporate power under Indiana law to execute and deliver the Notes, and the Notes have been properly authorized by all necessary corporate action on the part of the Company.
We have relied upon certificates of public officials as to the accuracy of all matters addressed therein and, with respect to certain factual matters, upon certificates of and information provided by officers and employees of the Company as to the accuracy of such factual matters, in each case without independent verification thereof or other investigation. We have assumed, without investigation, the following: (a) the genuineness of all signatures, including electronic signatures, appearing upon the certifications, documents and proceedings we have reviewed, (b) that each document submitted to us for review is accurate and complete, each such document that is an original is authentic and each such document that is a copy conforms to an authentic original, (c) the legal capacity of natural persons who are involved on behalf of the Company to enter into and perform the referenced instrument or agreement or to carry out their role in the transactions contemplated thereby, (d) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, agreements, instruments and certificates we have reviewed, and (e) the absence of any undisclosed modifications to the agreements and instruments reviewed by us.
The opinions set forth herein are limited to the laws of the State of Indiana (but not including any laws, statutes, ordinances, administrative decisions, rules or regulations of any political subdivision below the state level), as currently in effect. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations (and in particular, we express no opinion as to any effect that such other laws, statutes, ordinances, rules or regulations may have on the opinions expressed herein).