Alston&Bird
LLP
One
Atlantic Center
1201 West
Peachtree Street
Atlanta,
Georgia 30309-3424
404-881-7000
Fax:
404-881-4777
www.alston.com
July 30,
2010
1550
Peachtree Street, N.W.
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Re:
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Registration
Statement on Form S-3 filed with the Securities and Exchange Commission
on
July 30, 2010
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Ladies
and Gentlemen:
We have
acted as counsel to Equifax Inc., a Georgia corporation (the “Company”), in
connection with the filing of the above-referenced registration statement
(the “Registration Statement”) with the Securities and Exchange Commission
(the “Commission”) under the Securities Act of 1933, as amended (the
“Securities Act”).
This
opinion letter is being furnished in accordance with the requirements of Item 16
of Form S-3 and Item 601(b)(5) of the Commission’s Regulation
S-K.
The
Registration Statement relates to the proposed issuance and sale from time to
time pursuant to Rule 415 under the Securities Act of the following securities
(the “Registered Securities”):
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(i)
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senior
debt securities of the Company (the “Senior Debt
Securities”);
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(ii)
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subordinated
debt securities of the Company (the “Subordinated Debt Securities,” and
together with the Senior Debt Securities, the “Debt
Securities”);
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(iii)
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shares
of the Company’s preferred stock, par value $0.01 per share, with such
preferences and other terms as determined in accordance with the Company’s
Amended and Restated Articles of Incorporation , as such may be further
amended and/or restated (the “Preferred
Stock”);
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(iv)
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shares
of the Company’s common stock, par value $1.25 per share (the “Common
Stock”); and
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(v)
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warrants
to purchase any of the securities described in clauses (i) - (iv)
above (collectively, the
“Warrants”).
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The
Registered Securities will be offered in amounts, at prices and on terms to be
determined in light of market conditions at the time of sale and to be set forth
in supplements to the prospectus contained in the Registration Statement, as it
may be amended from time to time.
Each
series of Debt Securities is to be issued pursuant to an indenture, as amended
or supplemented from time to time, relating to the Debt Securities between the
Company and a trustee to be appointed by the Company; each Warrant is to be
issued pursuant to a warrant agreement; and each such indenture or warrant
agreement is to be substantially in the form filed as an exhibit to the
Registration Statement or as an exhibit to a document filed under the Securities
Exchange Act of 1934, as amended, and incorporated into the Registration
Statement by reference.
Atlanta •
Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley
• Ventura County • Washington, D.C.
July 30,
2010
Page
2
In the
capacity described above, we have considered such matters of law and of fact,
including the examination of originals or copies, certified or otherwise
identified to our satisfaction, of such records and documents of the Company,
including, without limitation, the Amended and Restated Articles of
Incorporation and the Amended and Restated Bylaws, resolutions adopted by the
Board of Directors of the Company (which term, as used elsewhere in this opinion
letter, includes duly authorized committees of the Boards of Directors), the
forms of indentures filed as Exhibits 4.6 and 4.7 to the Registration Statement,
certificates of officers and representatives (who, in our judgment, are likely
to know the facts upon which the opinions will be based) of the Company,
certificates of public officials and such other documents as we have deemed
appropriate as a basis for the opinions hereinafter set forth. We also
have made such further legal and factual examinations and investigations as we
deemed necessary for purposes of expressing the opinions set forth
herein.
As to
certain factual matters relevant to this opinion letter, we have relied
conclusively upon originals or copies, certified or otherwise identified to our
satisfaction, of such records, agreements, documents and instruments, including
certificates or comparable documents of officers of the Company and of public
officials, as we have deemed appropriate as a basis for the opinions hereinafter
set forth. Except to the extent expressly set forth herein, we have made no
independent investigations with regard to matters of fact, and, accordingly, we
do not express any opinion as to matters that might have been disclosed by
independent verification.
We have
assumed with your permission that (i) all Registered Securities will be issued
and sold in the manner stated in the Registration Statement and the applicable
prospectus supplement and in accordance with the applicable authorization and
approval by the Board of Directors; (ii) at the time of any offering or sale of
any shares of Common Stock or Preferred Stock, the Company will have such number
of shares of Common Stock or Preferred Stock authorized and available for
issuance; (iii) Registered Securities issuable upon conversion, exchange or
exercise of any Registered Securities being offered will have been duly
authorized, established (if appropriate) and reserved for issuance upon such
conversion, exchange or exercise (if appropriate); (iv) the terms of any Debt
Securities and of the offering and sale thereof will be in conformity with the
applicable indenture and will not result in a default under or a breach of any
agreement or instrument binding on the Company or a violation of any applicable
law or order, restriction or condition imposed by any court or governmental
agency or body; and (v) to the extent applicable, a definitive purchase,
underwriting or similar agreement with respect to any Registered Securities
offered will have been duly authorized and validly executed and delivered by the
Company and the other parties thereto. Further, to the extent that
the obligations of the Company under any indenture or warrant agreement may
depend upon such matters, we have assumed with your permission that at the time
of execution thereof: (vi) the applicable trustee or warrant agent will be duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; (vii) the trustee or warrant agent will have the
requisite organizational and legal power and authority to perform its
obligations under the indenture or warrant agreement, as applicable; (viii) the
indenture or warrant agreement will have been duly authorized, executed and
delivered by the Company and by the trustee or warrant agent, as applicable, and
will constitute the valid and binding obligation of the trustee or warrant
agent, as applicable, enforceable against the trustee or warrant agent, as
applicable, in accordance with its terms; and (ix) the trustee or warrant agent
will be in compliance, with respect to acting as a trustee or warrant agent
under the indenture or warrant agreement, as applicable, with all applicable
laws and regulations. Finally, we have assumed with your permission
(x) the genuineness of all signatures and the legal competence of all
signatories; (xi) the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies; and (xii) the proper issuance and accuracy of
certificates of public officials and officers and agents of the
Company.
Our
opinions set forth below are limited to the laws of the State of
Georgia.
This
opinion letter is provided for use solely in connection with the transactions
contemplated by the Registration Statement and may not be used, circulated,
quoted or otherwise relied upon for any other purpose without our express
written consent. No opinion may be implied or inferred beyond the opinions
expressly stated in the numbered paragraphs below. Our opinions expressed herein
are as of the date hereof, and we undertake no obligation to advise you of any
changes in applicable law or any other matters that may come to our attention
after the date hereof that may affect any of our opinions expressed
herein.
Based
upon the foregoing and subject to the limitations, qualifications, exceptions
and assumptions set forth herein, it is our opinion that:
1. When
(a) appropriate corporate action has been taken by the Company to
authorize the form and terms of any series of Debt Securities to be offered and
to approve the issuance and terms of the offering of the Debt Securities and
related matters in accordance with any applicable indenture and so as not to
violate any applicable law, rule or regulation or result in a default under or
breach of any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company, (b) if such Debt Securities are in
certificated form, certificates representing the Debt Securities have been duly
executed and registered by the Company, authenticated by the applicable trustee
in accordance with the applicable indenture and delivered either (i) in
accordance with the applicable definitive purchase, underwriting or similar
agreement approved by the Board of Directors of the Company or
(ii) upon conversion or exercise of any Registered Securities, in
accordance with the terms of such Registered Securities or the instrument
governing such Registered Securities providing for such conversion or exercise
as approved by the Board of Directors of the Company, and (c) the Company has
received the consideration approved by the Board of Directors for the Debt
Securities as provided in the applicable indenture and other applicable
agreements, then, upon the happening of such events, such Debt Securities will
be validly issued and will constitute valid and binding obligations of the
Company, subject to applicable bankruptcy, insolvency, liquidation,
reorganization, moratorium and other laws relating to or affecting the rights
and remedies of creditors generally and to the limitation that the
enforceability thereof (including by means of specific performance) may be
subject to certain equitable defenses and to the discretion of the court before
which proceedings may be brought, including traditional equitable defenses such
as waiver, laches and estoppel; good faith and fair dealing; reasonableness;
materiality of the breach; impracticability or impossibility of performance; and
the effect of obstruction or failure to perform or otherwise act in accordance
with an agreement by any person other than the obligor thereunder (regardless of
whether considered in a proceeding in equity or at law )(the “Bankruptcy and
Equity Exception”).
2. When
(a) appropriate corporate action has been taken by the Company to designate
the preferences, limitations and relative rights of any shares of Preferred
Stock to be offered and to authorize and approve the issuance and terms of the
offering of the shares of Preferred Stock and related matters and so as not to
violate any applicable law, rule or regulation or result in a default under or
breach of any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company, including the adoption of an
amendment to the Amended and Restated Articles of Incorporation of the Company
relating to such Preferred Stock (“Amendment”) and the filing of such Amendment
with the Secretary of State of the State of Georgia, (b) such Amendment has
been executed by duly authorized officers of the Company and so filed by the
Company, all in accordance with the laws of the State of Georgia, (c) if such
shares of Preferred Stock are in certificated form, certificates representing
such shares of Preferred Stock have been duly executed, countersigned,
registered and delivered either (i) in accordance with the applicable
definitive purchase, underwriting or similar agreement approved by the Board of
Directors of the Company or (ii) upon conversion or exercise of any
Registered Securities, in accordance with the terms of such Registered
Securities or the instrument governing such Registered Securities providing for
such conversion or exercise as approved by the Board of Directors of the
Company, and (d) the Company has received the consideration approved by the
Board of Directors of the Company therefor as provided in the applicable
agreement (not less than the aggregate par value of the shares of Preferred
Stock being issued), then, upon the happening of such events, such shares of
Preferred Stock will be validly issued, fully paid and
non-assessable.
July 30,
2010
Page
4
3. When
(a) appropriate corporate action has been taken by the Company
to authorize and approve the issuance and terms of any offering of shares
of Common Stock and related matters and so as not to violate any applicable law,
rule or regulation or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction over
the Company, (b) if such shares of Common Stock are in
certificated form, certificates representing such shares of Common Stock have
been duly executed, countersigned, registered and delivered either (i) in
accordance with the applicable definitive purchase, underwriting or similar
agreement approved by the Board of Directors of the Company or (ii) upon
conversion or exercise of any Registered Securities, in accordance with the
terms of such Registered Securities or the instrument governing such Registered
Securities providing for such conversion or exercise as approved by the Board of
Directors of the Company, and (c) the Company has received the
consideration approved by the Board of Directors of the Company therefor as
provided in the applicable agreement (not less than the aggregate par value of
the shares of Common Stock being issued), then, upon the happening of such
events, such shares of Common Stock will be validly issued, fully paid and
non-assessable.
4. When
(a) appropriate corporate action has been taken by the Company to approve
the issuance and terms of the offering of the Warrants, including the
authorization of the warrant agreement and the underlying securities, and
related matters so as not to violate any applicable law, rule or regulation or
result in a default under or breach of any agreement or instrument binding upon
the Company and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company,
(b) the warrant agreement has been duly executed and delivered by the
Company and the warrant agent, and (c) certificates or other instruments or
documents, if any, representing the Warrants have been duly executed, registered
and delivered in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board of Directors of the
Company, and (d) the Company has received the consideration approved by the
Board of Directors therefor as provided in the applicable agreement, then, upon
the happening of such events, such Warrants will be validly issued and will
constitute valid and binding obligations of the Company subject to the
Bankruptcy and Equity Exception.
The
opinions expressed above relating to the binding obligations and/or
enforceability of the Debt Securities and the Warrants are also subject to
the following:
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(i)
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The
possible unenforceability of provisions requiring indemnification for
violations of the securities laws;
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(ii)
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The
possible unenforceability of provisions that waivers or consents by a
party may not be given effect unless in writing or in compliance with
particular requirements or that a person's course of dealing, course of
performance or the like or failure or delay in taking action may not
constitute a waiver of related rights or provisions or that one or more
waivers may not under certain circumstances constitute a waiver of other
matters of the same kind;
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(iii)
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The
effect of course of dealing, course of performance or the like that would
modify the terms of an agreement or the respective rights or obligations
of the parties under an agreement;
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(iv)
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The
possible unenforceability of provisions that determinations by a party or
a party’s designee are conclusive or deemed conclusive in the absence of
commercial reasonableness or good
faith;
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(v)
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The
possible unenforceability of provisions permitting modifications or
amendments of an agreement only in writing;
and
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(vi)
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The
possible unenforceability of provisions that the provisions of an
agreement are severable.
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We
consent to the filing of this opinion letter as an exhibit to the Registration
Statement and to the use of our name under the heading “Legal Matters” in the
Prospectus constituting a part thereof. In giving such consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations
of the Commission thereunder.
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ALSTON
& BIRD LLP |
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By:
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/s/ M.
Hill Jeffries |
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M.
Hill Jeffries, A Partner |
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