EXHIBIT 5.2
RICHARDS, LAYTON & FINGER
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone (301) 658-6541
Telecopier (302) 658-6548
Writer's Direct Dial Number
(302) 651-7726
March 22, 1996
Equitable of Iowa Companies Capital Trust
c/o Equitable of Iowa Companies
604 Locust Street
Des Moines, IA 50309
Re: Equitable of Iowa Companies Capital Trust
Ladies and Gentlemen:
We have acted as special Delaware counsel for Equitable of Iowa
Companies, an Iowa corporation (the "Company"), and Equitable of Iowa
Companies Capital Trust, a Delaware business trust ("Equitable Trust"), in
connection with the matters set forth herein. This opinion is being
furnished at the request of the Company and Equitable Trust.
For purposes of giving the opinion 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 Equitable Trust, dated as of
March 19, 1996 (the "Certificate"), as filed in the office
of the Secretary of State of the State of Delaware (the
"Secretary of State") on March 19, 1996;
(b) The Declaration of Trust of Equitable Trust, dated as of
March 19, 1996, between the Company and the trustees of
Equitable Trust named therein (the "Declaration");
(c) The Registration Statement on Form S-3 (the "Registration
Statement"), including a preliminary prospectus (the
"Prospectus"), relating to the Preferred Securities of
Equitable Trust representing preferred undivided beneficial
interests in the assets of Equitable Trust, filed by the
Company and Equitable Trust with the Securities and
Exchange Commission on March 22, 1996; and
(d) A Certificate of Good Standing for Equitable Trust dated
March 22, 1996 obtained from the Secretary of State.
The documents listed in paragraphs (a) through (d) above will be
referred to herein collectively as the "Trust Documents". Capitalized terms
used herein and not otherwise defined herein are used as defined in the
Declaration.
For purposes of this opinion, we have not reviewed any documents other
than the Trust Documents and, in particular, we have not reviewed any
documents (other than the Trust Documents) that is referred to in or
incorporated by reference into the Trust Documents reviewed by us. We have
assumed that there exists no provision in any document that we have not
reviewed that is inconsistent with our opinions stated herein. We have
conducted no independent factual investigation of our own, but rather have
relied solely upon the Trust Documents, the statements and information set
forth therein and the additional matters recited or assumed herein, all of
which have been assumed to be true, complete and accurate in all material
respects. We have not participated in the preparation of the Registration
Statement and assume no responsibility for its contents.
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 Declaration
constitutes the entire agreement among the parties thereto with respect to
the subject matter thereof, including with respect to the creation, operation
and termination of Equitable Trust (except that a Trustees' Authorization
Certificate ("Authorization Certificate") will be issued for purposes of
establishing the terms and form of the Preferred Securities as contemplated
by the Declaration), and that the Declaration and the Certificate are in full
force and effect and have not been amended, (ii) except to the extent provided
in paragraph 1 below, the due organization or due formation, as the case may
be, and valid existence in good standing of each party to the Trust Documents
under the laws of the jurisdiction governing its organization or formation,
(iii) the legal capacity of natural persons who are parties to the Trust
Documents, (iv) that each of the parties to the Trust Documents has the power
and authority to execute and deliver, and to perform its obligations under
the Trust Documents, (v) the due authorization, execution and delivery by all
parties thereto of the Trust Documents, (vi) the establishment of the terms
and form of the Preferred Securities by the Regular Trustees in accordance
with the Declaration and the Authorization Certificate, (vii) the receipt by
each person to whom a Preferred Security is to be issued by Equitable Trust
(collectively, the "Preferred Security Holders") of a Preferred Security, in
accordance with the Declaration, the Authorization Certificate and the
Registration Statement, and (viii) that the Preferred Securities are issued
and sold to the Preferred Security Holders in accordance with the Declaration,
the Authorization Certificate and the Registration Statement.
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 on 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. Equitable Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act.
2. The Preferred Securities of Equitable 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 Equitable
Trust.
3. The Preferred Security Holders, as beneficial owners of Equitable
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 in connection with the transfer and
exchange of Certificates (as defined in the Declaration) and with replacement
of mutilated, destroyed, lost or stolen Certificates (as defined in the
Declaration) as set forth in the Declaration.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We further
consent to the use of our name under the heading "Legal Matters" 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 other
purpose.
Yours very truly,
/s/ Richards, Layton & Finger
GCK/ks