EXHIBIT 5.1
June 3, 2009 |
File No: 03488-046 | |||
CVB Financial Corp.
701 N. Haven Avenue, Suite 350
Ontario, California 91764
701 N. Haven Avenue, Suite 350
Ontario, California 91764
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We are acting as counsel to CVB Financial Corp., a California corporation (the
“Company”), in connection with the preparation and filing of a Registration Statement on
Form S-1, and all amendments thereto (the “Registration Statement”), as filed with the
United States Securities and Exchange Commission (the “SEC”) by the Company on or about the
date hereof under the Securities Act of 1933, as amended (the “Act”). The Registration Statement
relates to the proposed issuance and sale by the Company of up to $115 million of the Company’s
common stock, no par value, which includes the amount which may be offered to cover
over-allotments, if any, pursuant to an underwriters’ over-allotment option (collectively, the
“Common Stock” and all the transactions contemplated by the offering of the Common Stock,
the “Offering”) pursuant to an underwriting agreement to be entered into by and among the
Company, on the one hand, and Keefe, Bruyette & Woods, Inc., and Sandler O’Neill & Partners, L.P.,
on the other hand, on behalf of themselves and the several Underwriters named therein. Capitalized
terms used but not defined herein shall have the meanings assigned to them in the Registration
Statement.
We have examined or considered originals or copies, certified or otherwise identified to our
satisfaction, of the Articles of Incorporation of the Company, as amended and as in effect on and
as of the date hereof, the Bylaws of the Company, as amended and as in effect on and as of the date
hereof, the Registration Statement, records of relevant corporate proceedings with respect to the
Offering and such other documents, instruments and corporate records as we have deemed necessary or
appropriate for the expression of the opinions contained herein. We have also reviewed the
Registration Statement to be filed with the SEC with respect to the Common Stock.
In connection with our representation of the Company, and as a basis for the opinion herein,
we have assumed the authenticity and completeness of all records, certificates and other
instruments submitted to us as originals, the conformity to original documents of all records,
certificates and other instruments submitted to us as copies, the authenticity and completeness of
the originals of those records, certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates and other
instruments that we have examined. We also have obtained from the officers of the Company
certificates as to certain factual matters necessary for the purpose of this opinion and, insofar
as this opinion is based on such matters of fact, we have relied solely on such certificates
without independent investigation.
On the basis of the foregoing, we are of the opinion that the Common Stock has been duly
authorized and when issued and delivered against payment therefor as contemplated in the
Registration Statement, will be duly and validly issued, fully paid and nonassessable.
11355 West Olympic Boulevard, Los Angeles, California 90064-1614 Telephone: 310.312.4000 Fax: 310.312.4224
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