Richards, Layton & Finger
A Professional Association
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
January 27, 1998
The Equitable Companies Incorporated
EQ Capital Trust I
EQ Capital Trust II
EQ Capital Trust III
EQ Capital Trust IV
c/o The Equitable Companies Incorporated
1290 Avenue of the Americas
New York, New York 10104
Re: EQ Capital Trust 1, EQ Capital Trust II, EQ Capital Trust III
and EQ Capital Trust IV
-------------------------------------------------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for The Equitable Companies
Incorporated, a Delaware corporation (the "Company"), EQ Capital Trust I, a
Delaware business trust ("Trust I"), EQ Capital Trust II, a Delaware business
trust ("Trust II"), EQ Capital Trust III, a Delaware business trust ("Trust
III"), and EQ Capital Trust IV, a Delaware business trust ("Trust IV") (Trust I,
Trust II, Trust III and Trust IV 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 the 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 I, as filed with the office of
the Secretary of State of the State of Delaware (the "Secretary of State") on
January 16, 1998;
(b) The Certificate of Trust of Trust II, as filed with the Secretary
of State on January 16, 1998;
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The Equitable Companies Incorporated
EQ Capital Trust I
EQ Capital Trust II
EQ Capital Trust III
EQ Capital Trust IV
January 27, 1998
Page 2
(c) The Certificate of Trust of Trust III, as filed with the
Secretary of State on January 16, 1998;
(d) The Certificate of Trust of Trust IV, as filed with the
Secretary of State on January 16, 1998;
(e) The Declaration of Trust of Trust I, dated as of January 14,
1998 among the Company and the trustees of Trust I named therein;
(f) The Declaration of Trust of Trust II, dated as of January 14,
1998 among the Company and the trustees of Trust II named therein;
(g) The Declaration of Trust of Trust III, dated as of January 14,
1998 among the Company and the trustees of Trust III named therein;
(h) The Declaration of Trust of Trust IV, dated as of January 14,
1998 among the Company and the trustees of Trust IV named therein;
(i) The Registration Statement (the "Registration Statement") on Form
S-3, including a preliminary prospectus 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 on
February 2, 1998;
(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 Exhibits A and B 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
January 27, 1998, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Declarations.
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The Equitable Companies Incorporated
EQ Capital Trust I
EQ Capital Trust II
EQ Capital Trust III
EQ Capital Trust IV
January 27, 1998
Page 3
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
Declarations will 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 applicable Trust, and that the Declarations and
the Certificates of Trust will be in full force and effect and will not be
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 Certificate is to be issued by the Trusts (collectively, the "Preferred
Security Holders") of a Preferred Security Certificate for such 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 authenticated, 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 or the Prospectus
and assume no responsibility for their 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
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The Equitable Companies Incorporated
EQ Capital Trust I
EQ Capital Trust II
EQ Capital Trust III
EQ Capital Trust IV
January 27, 1998
Page 4
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
Declaration.
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.
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EAM
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