Exhibit 5.1
NYEMASTER, GOODE, MCLAUGHLIN, VOIGTS
WEST, HANSELL & O'BRIEN
A Professional Corporation
Attorneys and Counselors at Law
515-283-3121
17th Floor Fax No.
515-283-8022
March 22, 1996
EXHIBIT 5.1 TO
REGISTRATION STATEMENT
Equitable of Iowa Companies
P.O. Box 1635
Des Moines, Iowa 50306-1635
RE: Registration of $300,000,000 in Securities
of Equitable of Iowa Companies
Ladies and Gentlemen:
We have acted as counsel to Equitable of Iowa Companies, an Iowa
corporation ("EIC"), in connection with the registration statement on Form
S-3 (the "Registration Statement") being filed by EIC with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Securities Act") relating to the registration of $300,000,000
of the following securities of EIC: unsecured debt securities (the "Debt
Securities"), shares of serial preferred stock, without par value (the
"Preferred Stock"), shares of common stock, without par value (the "Common
Stock") and warrants to purchase Debt Securities, Preferred Stock or Common
Stock or any combination thereof, as shall be designated by the Company at
the time of the offering (the "Warrants") in amounts, at prices and on terms
to be determined at the time of the offering. The Registration Statement
also relates to the guarantee by EIC of preferred securities of Equitable of
Iowa Companies Capital Trust pursuant to a guarantee agreement to be entered
into by EIC (the "Preferred Securities Guarantee Agreement"). The Debt
Securities will be issued under an Indenture (the "Indenture") between EIC
and The First National Bank of Chicago as Trustee in the form incorporated as
an exhibit to the Registration Statement.
In rendering this opinion, we have examined and relied upon a copy of
the Registration Statement. We have also examined originals, or copies of
originals certified to our satisfaction, of such agreements, documents,
certificates and statements of government officials and other instruments,
and have examined such questions of law and have satisfied ourselves as to
such matters of fact, as we have considered relevant and necessary as a basis
for this opinion. We have assumed the authenticity of all documents
submitted to us as originals, the genuineness of all signatures, the legal
capacity of all natural persons and the conformity with the original
documents of any copies thereof submitted to us for examination.
Based on the foregoing, and subject to the qualifications and
limitations hereinafter set forth, it is our opinion that:
1. When (i) the Registration Statement, as finally amended (including any
necessary post-effective amendments), shall have become effective under
the Securities Act and the Indenture, including any necessary
supplemental indenture, filed as an exhibit to the Registration
Statement shall have been duly executed and delivered by EIC and the
Trustee and qualified under the Trust Indenture Act of 1939, as amended;
(ii) a prospectus supplement with respect to such series of Debt
Securities shall have been filed with the Commission in compliance with
the Securities Act and the rules and regulations thereunder; (iii) a
Board Resolution or Officers' Certificate within the meaning of the
Indenture shall have been duly issued, or supplemental indenture entered
into, in accordance with the Indenture detailing the establishment of
such series of Debt Securities; and (iv) such series of Debt Securities
shall have been duly executed and authenticated and shall have been duly
delivered to the purchasers thereof against payment of the agreed
consideration therefor, each series of Debt Securities will be legally
issued and binding obligations of EIC (except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws affecting the enforcement of creditors'
rights generally and by the effect of general principles of equity,
regardless of whether considered in a proceeding in equity or at law).
2. When the Common Stock has been duly issued and the consideration
therefor has been received by EIC, the Common Stock will be legally
issued, fully paid and nonassessable.
3. When (i) the Board of Directors of EIC has duly adopted resolutions
specifying the terms and conditions of the applicable series of
Preferred Stock; (ii) EIC has filed with the Iowa Secretary of State
articles of amendment with respect to such series of Preferred Stock;
and (iii) such series of Preferred Stock has been duly issued and the
consideration therefor has been received by EIC, each series of
Preferred Stock will be legally issued, fully paid and nonassessable.
4. When (i) the Warrant Agreement relating to the Warrants (the "Warrant
Agreement") has been duly executed and delivered; (ii) the terms of the
Warrants and of their issuance and sale have been duly established in
conformity with the Warrant Agreement relating to such Warrants so as
not to violate any applicable law or result in a default under or breach
of any agreement or instrument binding upon EIC and so as to comply with
any requirement or restriction imposed by any court or governmental
or regulatory body having jurisdiction over EIC; and (iii) the Warrants
have been duly executed and countersigned in accordance with the Warrant
Agreement relating to such Warrants, and issued and sold in the form and
manner contemplated in the Registration Statement and any prospectus
supplement relating thereto, such Warrants will be legally issued and
binding obligations of EIC (except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer
or other similar laws affecting the enforcement of creditors' rights
generally and by the effect of general principles of equity, regardless
of whether considered in a proceeding in equity or at law).
5. When the Preferred Securities Guarantee has been duly executed and
delivered by EIC and the preferred guarantee trustee, the Preferred
Securities Guarantee will constitute the legal and binding obligation
of EIC (except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws
affecting the enforcement of creditors' rights generally and by the
effect of general principles of equity, regardless of whether considered
in a proceeding in equity or at law).
We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states to the sale of the securities to be
registered pursuant to the Registration Statement. Without limiting the
generality of the foregoing, we express no opinion in connection with the
matters contemplated by the Registration Statement, and no opinion may be
implied or inferred, except as expressly set forth herein.
This opinion is limited to the laws of the State of Iowa and of the
United States of America to the extent applicable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the
Registration Statement and to all references to this law firm in the
Registration Statement or the Prospectus included therein.
Respectfully submitted,
Nyemaster, Goode, McLaughlin,
Voigts, West, Hansell &
O'Brien, P.C.
By /s/ G. R. Neumann
G. R. Neumann
GRN:pjt