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EXHIBIT 5.1
April __, 1998
USBANCORP Capital Trust I
USBANCORP, Inc.
Main and Franklin Streets
Johnstown, Pennsylvania 15907
Ladies and Gentlemen:
We have acted as counsel to USBANCORP, Inc., a Pennsylvania corporation
(the "Company"), and USBANCORP Capital Trust I, a business trust formed under
the Business Trust Act of the State of Delaware (Chapter 38, Title 12, of the
Delaware Code, 12 Del L. Sec. 3801 et. seq.) (the "Trust"), in connection with
the preparation of the Registration Statement on Form S-3 filed by the Company
and the Trust with respect to the registration under the Securities Act of 1933,
as amended (the "Act"), of (i) the guarantee by the Company of 1,200,000 of the
Trust's _____% capital securities, liquidation amount of $25 per capital
security (the "Capital Securities") with respect to distributions and payments
upon liquidation, redemption and otherwise (the "Guarantee"), (ii) $30,927,850
principal amount of _____% Junior Subordinated Deferrable Interest Debentures
due June 30, 2028 (the "Junior Subordinated Debentures") to be issued by the
Company and (iii) the Capital Securities.
This opinion is being provided in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, we have reviewed originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents:
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(i) the Registration Statement on Form S-3 (File No. 333-50225) as
filed by the Company and the Trust with the Securities and Exchange Commission
(the "Commission") on April __, 1998 under the Act, and Amendment No. 1 thereto
filed with the Commission on April 23, 1998 (such Registration Statement, as so
amended, being hereinafter referred to as the "Registration Statement");
(ii) the Certificate of Trust of the Trust filed with the Secretary of
State of the State of Delaware on April 15, 1998;
(iii) the Amended and Restated Trust Agreement of the Trust, dated as
of April __, 1998 (the "Declaration"), among Terry K. Dunkle, Jeffrey A. Stopko,
and Anthony M.V. Eramo, as administrative trustees, The Bank of New York, as
property trustee (the "Property Trustee") and The Bank of New York (Delaware),
as Delaware trustee;
(iv) the form of the Capital Securities and a specimen certificate
thereof;
(v) an executed copy of the Indenture, dated as of April 1, 1998 (the
"Indenture"), between The Bank of New York, as Indenture Trustee, and the
Company;
(vi) the form of the Junior Subordinated Debentures and a specimen
certificate thereof;
(vii) the Guarantee;
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(viii) the Articles of Incorporation and Bylaws of the Company as
certified by the Secretary of the Company, and
(ix) resolutions adopted by the Board of Directors of the Company on
April __, 1998 and April __, 1998 as certified by the Secretary of the Company.
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Based upon our review of the foregoing documents, and subject to the
qualifications set forth below, it is our opinion that when the Registration
Statement becomes effective:
1. The Guarantee has been duly authorized by the Company, and
when (i) the Declaration and Indenture have been qualified under the Trust
Indenture Act of 1939, as amended, and (ii) the Guarantee is duly executed and
delivered by the Company and issued in the exchange offer as contemplated by the
Registration Statement, the Guarantee will constitute a valid, legal and binding
agreement of the Company in favor of the holders of Capital Securities,
enforceable against the Company in accordance with its terms, except to the
extent that enforcement thereof may be limited by (1) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws now or
hereafter in effect relating to creditors' rights generally and (2) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity).
2. The Junior Subordinated Debentures have been duly
authorized for issuance by the Company, and when (i) the
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Declaration and Indenture have been qualified under the Trust Indenture Act of
1939, as amended, and (ii) the Junior Subordinated Debentures are duly executed,
authenticated and issued in accordance with the Indenture and delivered and
issued in the exchange offer as contemplated by the Registration Statement, the
Junior Subordinated Debentures will constitute valid and binding obligations of
the Company enforceable against the Company in accordance with their terms,
except to the extent that enforcement thereof may be limited by (1) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws now or hereafter in effect relating to creditors' rights generally and (2)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity).
3. The Capital Securities have been duly authorized for
issuance by the Trust, and when (i) the Declaration has been qualified under the
Trust Indenture Act of 1939, as amended, and (ii) the Capital Securities are
duly executed, authenticated and issued in accordance with the Declaration and
delivered and issued in the exchange offer as contemplated by the Registration
Statement, the Capital Securities will represent, subject to the qualifications
set forth in paragraph 4 below, fully paid and nonassessable undivided
beneficial interests in the assets of the Trust and will entitle the holders
thereof to the benefits of the Declaration except to the extent that enforcement
of the Declaration may be limited by (1) bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally and (2) general
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principles of equity regardless of whether enforcement is considered in a
proceeding in equity or at law.
4. The holders of the Capital Securities 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 bring to your attention, however, that the holders of the
Capital Securities may be obligated, pursuant to the Declaration, to (i) provide
indemnity and/or security in connection with, and pay taxes or governmental
charges arising from, transfers of Capital Securities and (ii) provide security
and indemnity in connection with requests of or directions to the Property
Trustee to exercise its rights and powers under the Declaration.
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In providing this opinion we have assumed, without investigation, the
authenticity of documents submitted to us as originals, the conformity to the
originals of any document submitted to us as a copy, the authenticity of the
originals of such documents submitted to us as copies, the genuineness of all
signatures and the legal capacities of natural persons. In addition, we have
assumed that each of the entities or persons other than the Company, the Trust
and their respective representatives executing the documents had the power and
authority to enter into and perform all of its obligations under such documents,
and have also assumed the due execution and delivery of these documents by each
such entity or person.
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We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the caption "Validity of Securities" in the prospectus which
forms a part of the Registration Statement. In giving this consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission.
This opinion is expressed as of the date hereof, and we disclaim any
undertaking to advise you of any subsequent changes in the facts stated or
assumed herein or of any subsequent changes in applicable law.
Very truly yours,