Exhibit 5.1
RICHARDS, LAYTON & FINGER
A PROFESSIONAL ASSOCIATION
ONE RODNEY SQUARE
920 NORTH KING STREET
WILMINGTON, DELAWARE 19801
(302) 651-7700
FAX: (302) 651-7701
WWW.RLF.COM
May 8, 2007
Wachovia Capital Trusts IX-XV
c/o Wachovia Corporation
301 South College Street
Charlotte, North Carolina 28288
| Re: | Wachovia Capital Trusts IX-XV |
Ladies and Gentlemen:
We have acted as special Delaware counsel for Wachovia Capital Trusts IX-XV, each a Delaware statutory trust (each, a “Trust” and collectively, the “Trusts”), 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 Certificates of Trust of the Trusts each as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on January 29, 2007 (collectively, the “Certificates”);
(b) The Trust Agreements of the Trusts, each dated as of January 29, 2007, among Wachovia Corporation, a North Carolina corporation (the “Company”), as depositor, and U.S. Bank Trust National Association, a national banking association (U.S. Bank Trust”);
(c) The Registration Statement on Form S-3 (the “Registration Statement”), including a prospectus (the “Prospectus”), relating to the Trusts’ Trust Preferred Securities (liquidation amount $25 per security), filed with the Securities and Exchange Commission on February 7, 2007;
(d) A form of Amended and Restated Trust Agreement of the Trusts (the “Trust Agreement”), to be entered into among the Company, as depositor, the trustees of the Trust named therein on the date hereof (the “Trustees”), and the Holders (as defined therein), attached as an exhibit to the Registration Statement; and
Wachovia Capital Trusts IX-XV
May 8, 2007
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(e) Certificate of Good Standing for the Trusts, each dated May 8, 2007, obtained from the Secretary of State.
Capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (e) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (e) 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 the Trust Agreements constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the Trusts, and that the Trust Agreements and the Certificates are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, that each of the parties to the documents examined by us has been duly created, formed or organized, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its creation, formation or organization, (iii) that each natural person who is a signatory to the documents examined by us has the legal capacity to sign such documents, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) that each of the parties to the documents examined by us has duly authorized, executed and delivered such documents, (vi) that each Person to whom a Trust Preferred Security (the “Trust Preferred Securities”) is to be issued by the Trusts (the “Preferred Security Holders”) has received an appropriate Trust Preferred Securities Certificate evidencing ownership of such Trust Preferred Securities and has paid for the Trust Preferred Securities acquired by it, in accordance with the Trust Agreements and the Registration Statement, and (vii) that the Trust Preferred Securities are issued and sold to the Preferred Security Holders in accordance with the Trust Agreements and the Registration Statement. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents.
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
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May 8, 2007
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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 that 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 Trust has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act.
2. The Trust Preferred Securities 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 Trusts.
3. The Preferred Security Holders, as beneficial owners of the Trusts, 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 Trust Agreements.
We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Form 8-K to be filed on or about May 8, 2007. In addition, we hereby consent to the use of our name under the heading “Validity of Securities” in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other Person for any purpose.
| Very truly yours, |
| /s/ Richards, Layton & Finger |
