July 22, 1999
Conseco Financing Trust VII
Conseco Financing Trust VIII
Conseco Financing Trust IX
Conseco Financing Trust X
c/o Conseco, Inc.
11825 N. Pennsylvania Street
Carmel, Indiana 46032
Re: Conseco Financing Trust VII, Conseco Financing Trust VIII,
Conseco Financing Trust IX, and Conseco Financing Trust X
Ladies and Gentlemen:
We have acted as special Delaware counsel for Conseco, Inc., an
Indiana corporation (the "Company"), Conseco Financing Trust VII, a Delaware
business trust ("Trust VII") Conseco Financing Trust VIII, a Delaware business
trust ("Trust VIII"), Conseco Financing Trust IX, a Delaware business trust
("Trust IX") and Conseco Financing Trust X, a Delaware business trust ("Trust
X") (Trust VII, Trust VIII, Trust IX and Trust X 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 VII, dated May 21, 1997, as
filed with the Secretary of State on May 23, 1997;
(b) The Certificate of Trust of Trust VIII, dated July 22, 1999, as
filed with the Secretary of State on July 22, 1999;
(c) The Certificate of Trust of Trust IX, dated July 22, 1999, as
filed with the Secretary of State on July 22, 1999;
Conseco Financing Trust VII
Conseco Financing Trust VIII
Conseco Financing Trust IX
Conseco Financing Trust X
July 22, 1999
Page 2
(d) The Certificate of Trust of Trust X, dated July 22, 1999, as
filed with the Secretary of State on July 22, 1999;
(e) The Declaration of Trust of Trust VII, dated as of May 21, 1997
between the Company and the trustees of Trust VII named therein;
(f) The Declaration of Trust of Trust VIII, dated as of July 22,
1999 between the Company and the trustees of Trust VIII named therein;
(g) The Declaration of Trust of Trust IX, dated as of July 22, 1999
between the Company and the trustees of Trust IX named therein;
(h) The Declaration of Trust of Trust X, dated as of July 22, 1999
between the Company and the trustees of Trust X named therein;
(i) The Registration Statement (the "Registration Statement") on
Form S-3, including a preliminary prospectus (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"), filed by the Company and the Trusts
with the Securities and Exchange Commission on July 22, 1999;
(j) A form of Amended and Restated Declaration of Trust 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 (including the exhibits and Annex I
thereto) (collectively, the "Declarations" and individually, a "Declaration"),
attached as an exhibit to the Registration Statement; and
(k) A Certificate of Good Standing for each of the Trusts, dated
July 22, 1999, obtained from the Secretary of State.
Conseco Financing Trust VII
Conseco Financing Trust VIII
Conseco Financing Trust IX
Conseco Financing Trust X
July 22, 1999
Page 3
Initially capitalized terms used herein and not otherwise defined
are used as defined in the Declarations.
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 (k) 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
Declarations 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 the applicable Trust, and that the Declarations and
the Certificates of Trust 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 documents examined by us under the laws of the
jurisdiction governing its organization or formation, (iii) the legal capacity
of natural persons who are parties to the documents examined by us, (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) the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a Preferred
Security is to be issued by the Trusts (collectively, the "Preferred Security
Holders") of a Preferred Security Certificate for such
Conseco Financing Trust VII
Conseco Financing Trust VIII
Conseco Financing Trust IX
Conseco Financing Trust X
July 22, 1999
Page 4
Preferred Security and the payment for such Preferred Security, in accordance
with the Declarations and the Registration Statement, and (vii) that the
Preferred Securities are issued and sold to the Preferred Security Holders in
accordance with the Declarations 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 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
Declarations.
Conseco Financing Trust VII
Conseco Financing Trust VIII
Conseco Financing Trust IX
Conseco Financing Trust X
July 22, 1999
Page 5
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
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 purpose.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.