PAUL, WEISS, RIFKIND, WHARTON, & GARRISON
[LETTERHEAD OF PAUL, WEISS, RIFKIND, WHARTON, & GARRISON]
November 9, 1998
Golden State Holdings Inc.
135 Main Street
San Francisco, CA 94105
Golden State Holdings Inc.
Registration Statement on Form S-1 (File No. 333-64597)
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Ladies and Gentlemen:
In connection with the Registration Statement on Form S-1
(the "Registration Statement") referred to above filed by Golden State
Holdings Inc. (formerly known as New First Nationwide Holdings Inc.), a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"), and the rules and regulations under the Act (the "Securities Act
Rules"), we have been requested to furnish our opinion as to the legality of
the securities being registered by the Registration Statement. The
Registration Statement covers (i) up to $250,000,000 aggregate principal
amount of the
PAUL, WEISS, RIFKIND, WHARTON, & GARRISON
Golden State Holdings Inc. 2
Company's Floating Rate Notes Due 2003 (the "Floating Rate Exchange Notes"),
(ii) up to $350,000,000 aggregate principal amount of the Company's 6 3/4%
Senior Notes Due 2001 (the "6 3/4% Exchange Notes"), (iii) up to $600,000,000
aggregate principal amount of the Company's 7% Senior Notes Due 2003 (the "7%
Exchange Notes") and (iv) up to $800,000,000 aggregate principal amount of the
Company's 7 1/8% Senior Notes Due 2005 (the "7 1/8% Exchange Notes" and,
together with the Floating Rate Exchange Notes, the 6 3/4% Exchange Notes, and
the 7% Exchange Notes, the "Exchange Notes") to be issued under the Indenture,
dated as of August 6, 1998 (the "Indenture"), between GS Escrow Corp., a
Delaware corporation ("GS Escrow"), and The Bank of New York, as trustee (the
"Trustee"), as supplemented by (i) the First Supplemental Indenture, dated as
of August 6, 1998 (the "First Supplemental Indenture"), between GS Escrow and
the Trustee, (ii) the Second Supplemental Indenture, dated as of August 6,
1998 (the "Second Supplemental Indenture") between GS Escrow and the Trustee,
(iii) the Third Supplemental Indenture, dated as of August 6, 1998 (the "Third
Supplemental Indenture") between GS Escrow and the Trustee, (iv) the Fourth
Supplemental Indenture, dated as of August 6, 1998 (the "Fourth Supplemental
Indenture"), between GS Escrow and the Trustee and (v) the Fifth Supplemental
Indenture, dated as of September 11, 1998 (the "Fifth Supplemental Indenture"
and, together with the Indenture, the First Supplemental Indenture, the Second
Supplemental Indenture, the Third Supplemental Indenture and the Fourth
Supplemental Indenture, the "Indentures"), between GS
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Golden State Holdings Inc. 3
Escrow, the Company and the Trustee, and as contemplated by the Registration
Agreement, dated July 30, 1998 (the "Registration Agreement"), by and among GS
Escrow, the Company and the other signatories to it. On September 11, 1998,
the Company assumed the obligations of GS Escrow Corp. under each of the
Indenture, the First Supplemental Indenture, the Second Supplemental
Indenture, the Third Supplemental Indenture and the Fourth Supplemental
Indenture.
In connection with the furnishing of this opinion, we have
examined originals, or copies certified or otherwise identified to our
satisfaction, of the Registration Statement, the Indentures, the form of
Floating Rate Exchange Note included as Exhibit B to the First Supplemental
Indenture, the form of 6 3/4% Exchange Note included as Exhibit B to the
Second Supplemental Indenture, the form of 7% Exchange Note included as
Exhibit B to the Third Supplemental Indenture and the form of 7 1/8% Exchange
Note included as Exhibit B to the Fourth Supplemental Indenture (collectively,
the "Documents"). We also have examined those corporate records and other
instruments as we have deemed necessary or appropriate and those other
certificates, agreements and documents as we deemed relevant and necessary as
a basis for the opinions expressed below.
In our examination of the documents listed above, we have
assumed, without independent investigation, the genuineness of all signatures,
the enforceability of the Documents against all parties to them (other than
the Company in the case of the Indentures and the Exchange Notes), the
authenticity of all documents submitted to us
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Golden State Holdings Inc. 4
as originals, the conformity to the original documents of all documents
submitted to us as certified, photostatic, reproduced or conformed copies of
valid existing agreements and other documents, the authenticity of all the
latter documents and the legal capacity of all individuals who have executed
any of the documents.
In expressing the opinions set forth below, we have relied
upon the factual matters contained in the representations and warranties of
the Company made in any of the Documents and upon certificates of public
officials and officers of the Company. We also have assumed that (i) the
Floating Rate Exchange Notes will be in the form of Exhibit B to the First
Supplemental Indenture, (ii) the 6 3/4% Exchange Notes will be in the form of
Exhibit B to the Second Supplemental Indenture, (iii) the 7% Exchange Notes
will be in the form of Exhibit B to the Third Supplemental Indenture and (iv)
the 7 1/8% Exchange Notes will be in the form of Exhibit B to the Fourth
Supplemental Indenture, and that any information omitted from those forms and
indicated by a blank space has been properly added.
Based upon the foregoing, and subject to the assumptions,
exceptions and qualifications set forth in this letter, we are of the opinion
that the Exchange Notes to be issued under the Indentures, when issued,
authenticated and delivered as provided in the Indentures and as contemplated
by the Registration Statement, will be validly issued and delivered and will
constitute valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms, except as enforceability may be
subject to (i) bankruptcy, insolvency, reorganization, fraudulent
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conveyance or transfer, moratorium or other similar laws now or later in
effect affecting creditors' rights generally and (ii) general principles of
equity (regardless of whether enforceability is considered in a proceeding at
law or in equity).
The opinions in this letter are limited to the laws of the
State of New York and the General Corporation Law of the State of Delaware.
Please be advised that no member of this firm is admitted to practice in the
State of Delaware. Our opinion is rendered only with respect to the laws, and
the rules, regulations and orders under them, which are currently in effect.
We hereby consent to the use of our name in the Registration
Statement and in the related Prospectus as the same appears in the caption
"Legal Matters" and to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required by the Securities Act
or the Securities Act Rules.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON
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PAUL, WEISS, RIFKIND, WHARTON, & GARRISON