December 20, 2010
Exhibit 99.1
December 20, 2010 |
Ladies and Gentlemen:
In connection with the issuance and sale of $500,000,000 aggregate principal amount of 5.375%
Senior Notes due 2015 (the “Notes”) of First Horizon National Corporation, a Tennessee corporation
(the “Company”) pursuant to the Underwriting Agreement, dated December 15, 2010, between the
Company and Xxxxxxx, Xxxxx & Co., X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. Incorporated
as the Representatives of the several Underwriters listed therein, I (or counsel acting under my
supervision) have examined such corporate records, certificates and other documents, and such
questions of law, as I (or counsel acting under my supervision) have considered necessary or
appropriate for the purposes of this opinion. Upon the basis of such examination, it is my opinion
that:
(1) The Company has been duly incorporated and is an existing corporation in good standing
under the laws of the State of Tennessee.
(2) The Notes constitute valid and legally binding obligations of the Company enforceable
against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to or affecting
creditors’ rights and to general equity principles.
The foregoing opinion is limited to the laws of the State of Tennessee, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction.
Also, I have relied as to certain matters upon information obtained from public officials,
officers of the Company and other sources believed by me to be responsible, including as to matters
involving application of the laws of New York, upon the opinion of Xxxxxxxx & Xxxxxxxx LLP and my
opinion is subject to the same assumptions, qualifications and limitations with respect to such
matters are contained in such opinion, and I have assumed that the form of note conforms to the
specimen thereof examined by me (or counsel acting under my supervision)
and have been duly countersigned by a trustee and that the signatures on all documents
examined by me (or counsel acting under my supervision) are genuine, assumptions which I have not
independently verified.
This letter is furnished by me, solely in my capacity as General Counsel of the Company. I
hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form
8-K and, through incorporation, to the Company’s Registration Statement on Form S-3 (File No.
333-150448). In giving such consent, I do not thereby admit that I am in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933.
Very truly yours, |
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/s/ Xxxxxxx X. Xxxxxx, Xx. | ||||
Xxxxxxx X. Xxxxxx, Xx. | ||||
Executive Vice President and
General Counsel, First Horizon National Corporation |