EXHIBIT 5 (a)
[LETTERHEAD APPEARS HERE]
March 12, 1997
▇▇▇▇▇▇, Read & Co. Inc.,
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
Ladies and Gentlemen:
In connection with the several purchases today by you pursuant to the
Purchase Agreement, dated as of March 7, 1997 (the "Purchase Agreement"), among
▇▇▇▇▇ National Corporation, a Delaware corporation (the "Corporation"), ▇▇▇▇▇
Capital II, a Delaware statutory business trust (the "Issuer Trust"), and you,
of 200,000 8 7/8% Trust Preferred Securities, Series C, Liquidation Amount
$1,000 per Preferred Security (the "Preferred Securities"), representing
preferred undivided beneficial interests in the assets of the Issuer Trust,
issued pursuant to the Amended and Restated Trust Agreement, dated as of March
12, 1997 (the "Trust Agreement"), among the Corporation, as
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Depositor, The Bank of New York, as Property Trustee, The Bank of New York
(Delaware), as Delaware Trustee (the "Issuer Trust Trustees"), the
Administrative Trustees, as named therein and the holders of the Preferred
Securities and the Common Securities (as defined therein) from time to time, and
guaranteed by the Corporation pursuant to the Guarantee Agreement, dated as of
March 12, 1997 (the "Guarantee Agreement"), between the Corporation and The Bank
of New York, as Trustee (the "Guarantee Trustee"), for the benefit of the
holders of the Preferred Securities from time to time, we, as special counsel
for the Corporation, have examined such corporate and trust records,
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion. Upon the
basis of such examination, it is our opinion that:
(1) The Purchase Agreement has been duly authorized, executed and
delivered by the Corporation.
(2) The Trust Agreement has been duly authorized, executed and
delivered by the Corporation.
(3) The Registration Rights Agreement, dated March 12, 1997, among
the Corporation, the Issuer Trust
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and you, has been duly authorized, executed and delivered by the
Corporation.
(4) The Guarantee Agreement has been duly authorized, executed and
delivered by the Corporation and constitutes a valid and legally binding
obligation of the Corporation enforceable against the Corporation in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles.
(5) The Agreement as to Expenses and Liabilities, dated March 12,
1997, between the Corporation and the Issuer Trust (the "Expense
Agreement"), has been duly authorized, executed and delivered by the
Corporation and constitutes a valid and legally binding obligation of the
Corporation enforceable against the Corporation in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.
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(6) The Junior Subordinated Indenture, dated as of March 12, 1997
(the "Indenture"), between the Corporation and The Bank of New York, as
Trustee (the "Debenture Trustee"), has been duly authorized, executed and
delivered by the Corporation and constitutes a valid and legally binding
obligation of the Corporation enforceable against the Corporation in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles.
(7) The 8 7/8% Junior Subordinated Deferrable Interest Debentures,
Series C, of the Corporation (the "Junior Subordinated Debentures"), issued
and sold to the Issuer Trust pursuant to the Indenture and the Trust
Agreement in an aggregate principal amount of $206,186,000, have been duly
authorized, executed and delivered by the Corporation and constitute valid
and legally binding obligations of the Corporation, entitled to the
benefits of the Indenture and enforceable against the Corporation in
accordance with
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their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.
(8) The execution and delivery by the Corporation of, and the
performance by the Corporation under, the Purchase Agreement, the Trust
Agreement, the Indenture, the Guarantee Agreement, the Expense Agreement
and the Registration Rights Agreement, the consummation by the Corporation
of the transactions contemplated hereby and thereby, the filing of the
certificate of trust of the Issuer Trust with the Secretary of State of the
State of Delaware, compliance by the Corporation with the terms of the
foregoing and the application of the proceeds from the sale of the
Preferred Securities as contemplated by the Offering Memorandum do not and
will not (A) violate the charter or by-laws of the Corporation or its
subsidiary, ▇▇▇▇▇ Bank N.A. (the "Subsidiary") or (B) violate any federal
law of the United States or law of the State of New York or the General
Corporation Law of the State of Delaware
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applicable to the Corporation or its subsidiary, ▇▇▇▇▇ Bank, N.A., provided
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that, insofar as the performance by the Corporation of its obligations
under the Indenture and the Debentures is concerned, we express no opinion
as to bankruptcy, insolvency, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors' rights.
(9) The Issuer Trust is not an "investment company" or an entity
"controlled" by an "investment company", as such terms are defined in the
Investment Company Act of 1940, as amended.
(10) The statements set forth in the Offering Memorandum, dated March
7, 1997, relating to the Preferred Securities (the "Offering Memorandum")
under the captions "Description of the Series C Preferred Securities",
"Description of the Series C Subordinated Debentures", "Description of the
Series C Guarantee", "Relationship Among the Series C Preferred Securities,
the Series C Subordinated Debentures, the Expense Agreement and the Series
C Guarantee", and "ERISA Considerations" insofar as they purport to
describe the
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provisions of the laws and documents referred to therein, are accurate,
complete and fair.
(11) Assuming the accuracy of the representations and warranties and
compliance with the agreements of the Initial Purchasers in Section 3 of
the Purchase Agreement, neither registration of the Preferred Securities
under the Securities Act of 1933, as amended, nor qualification of the
Indenture, the Guarantee Agreement or the Trust Agreement under the Trust
Indenture Act of 1939, as amended, is required for the offer and sale of
the Preferred Securities by the Issuer Trust to you or the initial resale
of the Preferred Securities by you, in each case in accordance with the
Offering Memorandum and the Purchase Agreement. We express no opinion,
however, as to when or under what circumstances any Preferred Securities
sold by you may be reoffered or resold.
In connection with our opinion set forth in paragraph (11) above, we
have, with your approval, relied upon the representations, warranties and
agreements of the Corporation, the Issuer Trust and you in the Purchase
Agreement as to the absence of any general solicitation,
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general advertising or directed selling efforts in connection with the offering
of the Preferred Securities, the character of the offerees and the purchasers of
the Preferred Securities and certain other matters.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of New York, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction. With respect to all
matters of Delaware law governing statutory business trusts, we have, with your
approval, relied upon the opinion, dated March 12, 1997, of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ &
Finger, P.A., delivered to you pursuant to Section 6(f) of the Purchase
Agreement, and our opinion is subject to the same assumptions, qualifications
and limitations with respect to such matters as are contained in such opinion of
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A. We believe you and we are justified in relying
on such opinion for such matters.
In connection with our opinion set forth in paragraphs (1) through (8)
above, we have relied, as to the due incorporation of the Company, upon the
opinion, dated the date hereof, of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., Managing Director
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of Legal Affairs of the Company, delivered to you today pursuant to Section 6(b)
of the Purchase Agreement.
With your approval, we have relied as to certain matters on
information obtained from public officials, officers of the Corporation, the
Issuer Trust and you, and from other sources believed by us to be responsible,
and we have assumed that (i) the Indenture has been duly authorized, executed
and delivered by the Debenture Trustee, (ii) the Trust Agreement has been duly
authorized, executed and delivered by each of the Property Trustee and the
Delaware Trustee, (iii) the Guarantee Agreement has been duly authorized,
executed and delivered by the Guarantee Trustee, (iv) the Junior Subordinated
Debentures conform to the specimen thereof examined by us and (v) the signatures
on all documents examined by us are genuine, assumptions which we have not
independently verified.
Very truly yours,
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
