EXHIBIT 5.2
CONFORMED COPY
[Letterhead of Morris, Nichols, Arsht & Tunnell]
February 28, 1997
Provident Capital Trust I
c/o Provident Bancorp, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
Re: Provident Capital Trust I
Ladies and Gentlemen:
We have acted as special Delaware counsel to Provident Capital
Trust I, a Delaware statutory business trust (the "Trust"), in connection
with certain matters relating to the creation of the Trust and the proposed
issuance of New Capital Securities to beneficial owners pursuant to and as
described in Registration Statement No. 333-20769 (and the Prospectus forming
a part thereof) on Form S-4 filed with the Securities and Exchange Commission
(the "Commission") on January 30, 1997, as amended by Pre-Effective Amendment
No. 1 thereto to be filed with the Commission on or about the date hereof (as
so amended, the "Registration Statement"). Capitalized terms used herein and
not otherwise herein defined are used as defined in the Amended and Restated
Declaration of Trust of the Trust dated as of November 27, 1996 (the
"Governing Instrument").
In rendering this opinion, we have examined and relied upon copies
of the following documents in the forms provided to us: the Certificate of
Trust of the Trust as filed in the Office of the Secretary of State of the
State of Delaware (the "State Office") on October 31, 1996 (the "Certificate
of Trust"); a Declaration of Trust of the Trust dated as of October 31, 1996
(the "Original Governing Instrument"); the Governing Instrument; the
Indenture dated as of November 27, 1996 between Provident Bancorp, Inc., an
Ohio corporation ("Provident") and The Bank of New York, as Trustee; the
Guarantee Agreement to be entered into between Provident and The Bank of New
York, as Trustee, relating to the New Capital Securities; the Registration
Rights Agreement dated November 27, 1996 among the Trust, Provident and the
Initial Purchasers (the "Registration Rights Agreement"); the Registration
Statement; and a certificate of good standing of the Trust obtained as of a
recent date from the State Office. In such examinations, we have assumed the
genuineness of all signatures, the conformity to original documents of all
documents submitted to us as drafts or copies or forms of documents to be
executed and the legal capacity of natural persons to complete the execution
of documents. We have further assumed for purposes of this opinion: (i) the
due formation or organization, valid existence and good standing of each
entity (other than the Trust) that is a party to any of the documents
reviewed by us under the laws of the jurisdiction of its respective formation
or organization; (ii) the due authorization, execution and delivery by, or on
behalf of, each of the parties thereto of the above-referenced documents
(including, without limitation, the due authorization, execution and delivery
of the Governing Instrument and the Registration Rights Agreement prior to
the first issuance of New Capital Securities); (iii) that no event has
occurred, or prior to the issuance of the New Capital Securities will occur,
that would cause a dissolution or liquidation of the Trust under the Original
Governing Instrument or the Governing Instrument, as applicable; (iv) that
the activities of the Trust have been and will be conducted in accordance
with the Original Governing Instrument or the Governing Instrument, as
applicable, and the Delaware Business Trust Act, 12 Del. C. Sections 3801 et
seq. (the "Delaware Act"); (v) that each Person that will acquire New Capital
Securities in the Exchange Offer (as defined in the Registration Statement
and as used herein, the "Exchange Offer") will validly tender Transfer
Restricted Capital Securities in exchange therefor, that such Transfer
Restricted Capital Securities will be duly accepted, and that each such
Person will duly receive New Capital Security Certificates in consideration
thereof, all in accordance with the terms and conditions of the Governing
Instrument, the Registration Statement and the Registration Rights Agreement,
and that the New Capital Securities are otherwise issued and sold to the New
Capital Securities Holders in accordance with the terms, conditions,
requirements and procedures set forth in the Governing Instrument, the
Registration Statement and the Registration Rights Agreement; and (vi) that
the documents examined by us are in full force and effect, express the entire
understanding of the parties thereto with respect to the subject matter
thereof and have not been modified, supplemented or otherwise amended, except
as herein referenced. We have not reviewed any documents other than those
identified above in connection with this opinion, and we have assumed that
there are no other documents that are contrary to or inconsistent with the
opinions expressed herein. Further, we express no opinion with respect to,
and assume no responsibility for the contents of, the Registration Statement
or any other offering material relating to the New Capital Securities. No
opinion is expressed herein with respect to the requirements of, or
compliance with, federal or state securities or blue sky laws. As to any
fact material to our opinion, other than those assumed, we have relied
without independent investigation on the above-referenced documents and on
the accuracy, as of the date hereof, of the matters therein contained.
Based on and subject to the foregoing, and limited in all respects
to matters of Delaware law, it is our opinion that:
1. The Trust is a duly created and validly existing business
trust in good standing under the laws of the State of Delaware.
2. The New Capital Securities, upon issuance pursuant to the
Exchange Offer, will constitute validly issued and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
beneficial interests in the assets of the Trust.
3. Under the Delaware Act and the terms of the Governing
Instrument, each New Capital Security Holder of the Trust, in such capacity,
will be entitled to the same limitation of personal liability as that
extended to stockholders of private corporations for profit organized under
the General Corporation Law of the State of Delaware; provided, however, we
express no opinion with respect to the liability of any New Capital Security
Holder who is, was or may become a named Trustee of the Trust.
Notwithstanding the foregoing, we note that pursuant to Section 10.4 of the
Governing Instrument, the Trust may withhold amounts otherwise distributable
to a Holder and pay over such amounts to the applicable jurisdictions in
accordance with federal, state and local law and any amount withheld will be
deemed to have been distributed to such Holder and that, pursuant to the
Governing Instrument, New Capital Security Holders may be obligated to make
payments or provide indemnity or security under the circumstances set forth
therein.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name and reference to our
opinion under the heading "LEGAL MATTERS" in the Prospectus forming a part
thereof. In giving this consent, 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. This opinion speaks only as
of the date hereof and is based on our understandings and assumptions as to
present facts, and on our review of the above-referenced documents and the
application of Delaware law as the same exist as of the date hereof, and we
undertake no obligation to update or supplement this opinion after the date
hereof for the benefit of any person or entity with respect to any facts or
circumstances that may hereafter come to our attention or any changes in
facts or law that may hereafter occur or take effect. This opinion is
intended solely for the benefit of the addressee hereof in connection with
the matters contemplated hereby and may not be relied on by any other person
or entity or for any other purpose without our prior written consent.
Very truly yours,
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/Morris, Nichols, Arsht & Tunnell