EXHIBIT 5.2
[Letterhead of Richards, Layton & Finger, P.A.]
July 30, 1999
Carriage Services Capital Trust
c/o Carriage Services, Inc.
1300 Post Oak Boulevard
Suite 1500
Houston, Texas 77056
Re: CARRIAGE SERVICES CAPITAL TRUST
Ladies and Gentlemen:
We have acted as special Delaware counsel for Carriage Services,
Inc., a Delaware corporation (the "Company"), and Carriage Services Capital
Trust, a Delaware business trust (the "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 the Trust, dated May 24, 1999 (the
"Certificate"), as filed in the office of the Secretary of State of the State of
Delaware (the "Secretary of State") on May 24, 1999;
(b) The Declaration of Trust of the Trust, dated as of May 24, 1999,
among the Company, the trustees of the Trust named therein and the holders, from
time to time, of undivided beneficial interests in the assets of the Trust;
(c) The Amended and Restated Declaration of Trust of the Trust
(including Annex I and Exhibits A-1 and A-2, the "Declaration of Trust"), dated
as of June 3, 1999, among the Company, as sponsor, the trustees of the Trust
named therein, and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust;
(d) The Registration Statement (the "Registration Statement") on
Form S-3, as proposed to be filed by the Trust and the Company with the
Securities and
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July 30, 1999
Page 2
Exchange Commission on or about July 30, 1999, including a related preliminary
prospectus (the "Prospectus"), relating to the Preferred Securities of the Trust
representing undivided beneficial interests in the assets of the Trust (each, a
"Preferred Security" and collectively, the "Preferred Securities"); and
(e) A Certificate of Good Standing for the Trust, dated July 30,
1999, obtained from the Secretary of State.
Capitalized terms used herein and not otherwise defined are used as
defined in the Declaration of Trust.
For purposes of this opinion, we have not reviewed any documents
other than the documents listed in paragraphs (a) through (e) above. In
particular, we have not reviewed any document (other than the documents listed
in paragraphs (a) through (e) 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 the
Declaration of Trust and the Certificate are in full force and effect and have
not been amended, (ii) except to the extent provided in paragraph 1 below, that
each of the parties to the documents examined by us has been duly created,
organized or formed, as the case may be, and is validly existing in good
standing under the laws of the jurisdiction governing its creation, organization
or formation, (iii) the legal capacity of natural persons who are signatories 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) that each of the parties to
the documents examined by us has duly authorized, executed and delivered such
documents, (vi) the receipt by each Person to whom a Preferred Security was
issued by the Trust (collectively, the "Preferred Security Holders") of a
Preferred Securities certificate (substantially in the form of Exhibit A-1 to
the Declaration of Trust) for such Preferred Security and the payment for the
Preferred Security acquired by it, in accordance with the Declaration of Trust
and as described in the
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July 30, 1999
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Registration Statement, and (vii) that the Preferred Securities were issued and
sold to the Preferred Security Holders in accordance with the Declaration of
Trust and as described in 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 that 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. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act (12 DEL. C.
ss. 3801, et SEQ.).
2. The Preferred Securities 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 Trust.
3. The Preferred Security Holders, as beneficial owners of the
Trust, are 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 of
Trust.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition, 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
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July 30, 1999
Page 4
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.
BJK/TLM