EXHIBIT 5(c)
March 19, 2002
Lincoln National Corporation
1500 Market Street, Suite 3900
Philadelphia, Pennsylvania 19102
Re: | Lincoln National Capital VI, Lincoln National Capital VII, Lincoln National Capital VIII and Lincoln National Capital IX |
Ladies and Gentlemen:
We have acted as special Delaware counsel for Lincoln National Corporation, an Indiana corporation (the “Company”), Lincoln National Capital VI, a Delaware business trust (“Trust VI”), Lincoln National Capital VII, a Delaware business trust (“Trust VII”), Lincoln National Capital VIII, a Delaware business trust (“Trust VIII”), and Lincoln National Capital IX, a Delaware business trust (“Trust IX”) (Trust VI, Trust VII, Trust VIII and Trust IX are hereinafter collectively referred to as the “Trusts” and sometimes hereinafter individually referred to as a “Trust”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:
(a) The Certificate of Trust of Trust VI, as filed with the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 20, 1998;
(b) The Certificate of Trust of Trust VII, as filed with the Secretary of State on March 18, 2002;
(c) The Certificate of Trust of Trust VIII, as filed with the Secretary of State on March 18, 2002;
(d) The Certificate of Trust of Trust IX, as filed with the Secretary of State on March 18, 2002;
(e) The Trust Agreement of Trust VI, dated as of April 20, 1998 among the Company and the trustees named therein;
Lincoln National Corporation
March 19, 2002
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(g) The Trust Agreement of Trust VIII, dated as of March 18, 2002 among the Company and the trustees named therein;
(h) The Trust Agreement of Trust IX, dated as of March 18, 2002 among the Company and the trustees named therein;
(i) The Registration Statement (the “Registration Statement”) on Form S-3, including a preliminary prospectus with respect to the Trusts (the “Prospectus”), relating to the Preferred Securities of the Trusts representing preferred undivided beneficial interests in the assets of the Trusts (each, a “Preferred Security” and collectively, the “Preferred Securities”), to be filed by the Company and the Trusts with the Securities and Exchange Commission;
(j) A form of Amended and Restated Trust Agreement for each of the Trusts, to be entered into between the Company, the trustees of the Trust named therein, and the holders, from time to time, of the undivided beneficial interests in the assets of such Trust (collectively, the “Trust Agreements” and individually, a “Trust Agreement”), attached or incorporated by reference as exhibits to the Registration Statement; and
(k) A Certificate of Good Standing for each of the Trusts, dated March 18, 2002, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreements.
For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (k) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (i) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that each of the Trust Agreements will constitute the entire agreement among the parties thereto with respect to the subject matter
Lincoln National Corporation
March 19, 2002
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This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:
1. Each of the Trusts has been duly created and is validly existing in good standing as a business trust under the Business Trust Act.
2. The Preferred Securities of each Trust will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the applicable Trust.
3. The Preferred Security Holders, as beneficial owners of the applicable Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated to make payments as set forth in the applicable Trust Agreement.
Lincoln National Corporation
March 19, 2002
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Very truly yours, | ||
/s/ Richards, Layton and Finger, P.A. |