FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO FIRSTAR CENTER SACRAMENTO
DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO
JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO
LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE
MADISON FACSIMILE (414) 297-4900 TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
WRITER'S DIRECT LINE
(414) 297-5642
CLIENT/MATTER NUMBER
052406/0186
June 22, 2000
MGIC Investment Corporation
MGIC Plaza
250 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
Ladies and Gentlemen:
We have acted as counsel for MGIC Investment Corporation, a Wisconsin
corporation (the "Company"), in connection with the preparation of a Form S-3
Registration Statement, including the Prospectus constituting a part thereof
(the "Registration Statement"), to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and relating to the
issuance and sale of up to $500,000,000 aggregate principal amount of unsecured
senior debt securities (the "Debt Securities") in the manner set forth in the
Registration Statement. The Debt Securities may be offered from time to time in
one or more series. Each series of Debt Securities would be issued under an
Indenture (the "Indenture") to be entered into between the Company and Bank One
Trust Company, National Association, as trustee, and a supplemental indenture
(the "Supplemental Indenture") or an officers' certificate (the "Officers'
Certificate"), as the case may be, providing for the issuance of such series.
In connection with our opinion, we have examined: (a) the Registration
Statement, including the Prospectus; (b) the exhibits (including those
incorporated by reference) constituting a part of said Registration Statement;
(c) the Articles of Incorporation and Amended and Restated Bylaws of the
Company, as amended to date; (d) resolutions adopted by the Board of Directors
of the Company authorizing the issuance and sale of the Debt Securities; and (e)
such other proceedings, documents and records as we have deemed necessary to
enable us to render this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a validly existing corporation under the laws of the
State of Wisconsin.
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FOLEY & LARDNER
MGIC Investment Corporation
June 22, 2000
Page 2
2. The Debt Securities, when executed, authenticated and issued in the
manner and for the consideration contemplated by the Registration Statement,
will be legally issued and valid and binding obligations of the Company
enforceable in accordance with their terms, except as enforcement thereof may be
limited by bankruptcy or other applicable laws affecting the enforcement of
creditors' rights generally or the application of equitable principles;
provided, that prior to the issuance of the Debt Securities there shall be taken
various proceedings in the manner contemplated by us as counsel, which include
the following:
a. The completion of requisite procedures under the
applicable provisions of the Securities Act of 1933, as amended, and
the Trust Indenture Act of 1939, as amended;
b. The execution and delivery of the Indenture;
c. The further authorization by one or more specified senior
executive officers of the Company of the Supplemental Indenture or the
Officers' Certificate, as the case may be, relating to the Debt
Securities, the issuance of the Debt Securities and related matters;
and
d. The execution, delivery and filing of the Supplemental
Indenture or the Officers' Certificate, as the case may be, and the
filing of other documents and the taking of such other proceedings as
provided in the Indenture with respect to the issuance of the Debt
Securities thereunder.
We hereby consent to the reference to our firm under the caption
"Legal Matters" in the Prospectus which is filed as part of the Registration
Statement, and to the filing of this opinion as an exhibit to such Registration
Statement. In giving this consent, we hereby disclaim that we are experts within
the meaning of Section 11 of the Securities Act of 1933, as amended, or within
the category of persons whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER
