Delaware		54-1708481
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Large accelerated filer ☐	Accelerated filer ☒	Non-accelerated filer ☐	Smaller reporting  company ☐
		(Do not check if a smaller reporting company)

Item 16.

Exhibits.

		HC2 HOLDINGS, INC.
	By:	/s/ Andrea L. Mancuso
	Name:	Andrea L. Mancuso
	Title:	General Counsel & Corporate Secretary

SIGNATURE		TITLE		DATE
*		President, Chief Executive Officer and		October 27, 2015
Philip A. Falcone		Chairman of the Board of Directors (Principal Executive Officer)
/s/ Michael Sena		Chief Financial Officer		October 27, 2015
Michael Sena		(Principal Financial Officer and Principal Accounting Officer)
*		Director		October 27, 2015
Robert M. Pons
*		Director		October 27, 2015
Wayne Barr, Jr.
*		Director		October 27, 2015
Robert Leffler
*		Director		October 27, 2015
Daniel Tseung

	By:	/s/ Andrea L. Mancuso
	Name:	Andrea L. Mancuso
	Title:	General Counsel & Corporate Secretary

	By:	/s/ Michael Sena
	Name:	Michael Sena
	Title:	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Exhibit Number	Description
1.1*	Form of Underwriting Agreement.
3.1***	Second Amended and Restated Certificate of Incorporation of HC2 Holdings, Inc. (“HC2”) (incorporated by reference to Exhibit 3.1 to HC2’s Form 8-A, filed on June 20, 2011) (File No. 001-35210).
3.2***	Certificate of Ownership of HC2 (incorporated by reference to Exhibit 3.1 to HC2’s Current Report on Form 8-K, filed on October 18, 2013) (File No. 001-35210).
3.3***	Certificate of Ownership and Merger (incorporated by reference to Exhibit 3.1 to HC2’s Current Report on Form 8-K, filed on April 11, 2014) (File No. 001-35210).
3.4***	Certificate of Amendment (incorporated by reference to Exhibit 3.1 to HC2’s Current Report on Form 8-K, filed on June 18, 2014) (File No. 001-35210).
3.5***	Second Amended and Restated By-laws of HC2 (incorporated by reference to Exhibit 3.2 to HC2’s Current Report on Form 8-K, filed on April 27, 2012) (File No. 001-35210).
4.1***	Specimen of Common Stock (incorporated by reference to Exhibit 3.3 to HC2’s Form 8-A, filed on June 20, 2011) (File No. 001-35210).

Exhibit Number	Description
5.1**	Opinion of Latham & Watkins LLP.
23.1**	Consent of Latham & Watkins LLP (included in Exhibit 5.1).
23.2***	Consent of BDO USA, LLP, independent registered public accounting firm.
23.3***	Consent of BDO LLP, independent accountant.
23.4***	Consent of Grant Thornton, LLP, independent certified public accountants.
23.5***	Consent of Ernst & Young LLP, independent auditor, regarding United Teacher Associates Insurance Company.
23.6***	Consent of Ernst & Young LLP, independent auditor, regarding Continental General Insurance Company.
24.1***	Powers of Attorney.

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Exhibit 5.1

 

				53rd at Third
				885 Third Avenue
				New York, New York  10022-4834
				Tel: +1.212.906.1200  Fax: +1.212.751.4864
				www.lw.com
				FIRM / AFFILIATE OFFICES
				Abu Dhabi	Milan
				Barcelona	Moscow
				Beijing	Munich
				Boston	New Jersey
October 27, 2015				Brussels	New York
				Century City	Orange County
				Chicago	Paris
				Dubai	Riyadh
				Düsseldorf	Rome
				Frankfurt	San Diego
				Hamburg	San Francisco
HC2 Holdings, Inc.				Hong Kong	Shanghai
505 Huntmar Park Drive #325				Houston	Silicon Valley
Herndon, Virginia 20170				London	Singapore
				Los Angeles	Tokyo
				Madrid	Washington, D.C.

Re:        Registration Statement on Form S-3 

 

Ladies and Gentlemen:

 

We have acted as special counsel to HC2 Holdings, Inc., a Delaware corporation (the “Company”), in connection with its filing on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (as amended, the “Registration Statement”), including a base prospectus (the “Base Prospectus”), which provides that it will be supplemented by one or more prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a “Prospectus”), under the Securities Act of 1933, as amended (the “Act”), relating to the registration (i) for issue and sale by the Company of up to 12,000,000 shares of  the Company’s common stock, $0.001 par value per share (“Common Stock”) and (ii) the resale by certain selling stockholders of the Company of up to 4,678,395 shares of Common Stock (the “Selling Stockholder Shares”). The Common Stock and the Selling Stockholder Shares, plus any additional Common Stock and Selling Stockholder Shares that may be registered pursuant to any subsequent registration statement that the Company may hereafter file with the Commission pursuant to Rule 462(b) under the Act in connection with the offering by the Company contemplated by the Registration Statement, are referred to herein collectively as the “Securities.”

 

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related applicable Prospectus, other than as expressly stated herein with respect to the issue of the Securities.

 

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

 

 

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any registration statement or post-effective amendment to the Registration Statement filed pursuant to Rule 462(b) under the Act with respect to the Securities. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

 

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