These excerpts taken from the C 8-K filed Sep 28, 2005.
FORM OF U.S. COMPANY COUNSEL OPINION
1. The Company has been duly incorporated, is a corporation validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as described in the Company Prospectus.
2. Each of Genworth Financial International Holdings, Inc. and General Electric Capital Assurance Company (each, a Subsidiary) is a corporation validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
3. The authorized capital stock of the Company consists of 1,500,000,000 shares of Class A common stock, par value $0.001 per share, 700,000,000 shares of Class B common stock, par value $0.001 per share, and 100,000,000 shares of preferred stock, par value $0.001 per share. All the Principal Genworth Shares to be sold by the Selling Stockholder are duly authorized, validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, and have not been issued in violation of any preemptive rights pursuant to law or in the Companys Certificate of Incorporation.
4. All the outstanding shares of capital stock of each Subsidiary are owned of record by the Company or one of its subsidiaries. To our knowledge, such shares are also owned beneficially by the Company or one of its subsidiaries and are free and clear of all adverse claims, limitations on voting rights, options and other encumbrances.
5. The Company has all requisite corporate power and authority to execute and deliver the Underwriting Agreement and to perform its obligations thereunder. The execution, delivery and performance of the Underwriting Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company.
6. The execution and delivery by the Company of the Underwriting Agreement and the performance by the Company of its obligations thereunder will not conflict with, constitute a default under or violate (i) any of the terms, conditions or provisions of the Certificate of Incorporation or by-laws of the Company, (ii) any of the terms, conditions or provisions of any document, agreement or other instrument filed as an exhibit to the Registration Statement, (iii) the laws of the State of New York, the corporate laws of the State of Delaware or federal law or regulation (other than federal and state securities or Blue Sky laws or insurance statutes or regulations, as to which we express no opinion in this paragraph), or (iv) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on the Company or any of its subsidiaries of which we are aware.
7. No consent, approval, waiver, license or authorization or other action by or filing with any federal, New York or Delaware corporate governmental authority is required in connection with the execution and delivery by the Company of the Underwriting Agreement, the consummation by the Company of the transactions contemplated hereby or the performance by
the Company of its obligations thereunder, except for those in connection with federal and state securities or Blue Sky laws or insurance statutes or regulations, as to which we express no opinion in this paragraph, and those already obtained or made.
8. The statements set forth in (A) the Company Prospectus under the captions Description of Capital Stock, and Certain U.S. Federal Tax Consequences for Non-U.S. Holders, (B) the Company Proxy Statement for the Companys 2005 annual meeting of stockholders under the captions Certain Relationships and Transactions and Executive Compensation Approval of the 2004 Genworth Financial, Inc. Omnibus Incentive Plan and (C) the Company Registration Statement in response to the requirements of Item 15 of Form S-3, insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information required with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein in all material respects.
9. To our knowledge, there are no legal or governmental proceedings pending or overtly threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Company Registration Statement or the Company Prospectus and are not so described or any contracts or other documents that are required to be described in the Company Registration Statement or the Company Prospectus or to be filed or incorporated by reference as exhibits to the Company Registration Statement that are not described, filed or incorporated as required.
10. The Company Registration Statement has become effective under the Securities Act, and we are not aware of any stop order suspending the effectiveness of the Company Registration Statement.
11. The Principal Genworth Shares have been authorized for listing on the New York Stock Exchange, subject only to official notice of issuance, and have been registered under the Exchange Act.
FORM OF U.K. COMPANY COUNSEL OPINION
GE Mortgage Insurance Limited (the UK Insurance Subsidiary) is a company incorporated with limited liability under the laws of England and Wales, has been in continuous existence since 26th June 1991, and is not in liquidation and has the corporate power, and necessary UK Financial Services Authority (FSA) authorization to effect and carry out contracts of insurance in the United Kingdom in classes 14, 15 and 16 (credit, miscellaneous financial loss and suretyship).
The statements set forth in the Companys Annual Report on Form 10-K for the year ended December 31, 2004 under the captions Item 1. Business Regulation U.K. Insurance Regulation and Regulation Mortgage Insurance- International Regulation United Kingdom and Continental Europe, insofar as such statements purport to describe provisions of documents governed by the laws of England and Wales referred to therein or the laws of England and Wales, fairly summarize such provisions or laws, in all material respects.