EXHIBIT 5.1
[LETTERHEAD OF O'MELVENY & MYERS LLP]
January
13th
1 9 9 7
(213) 669-6000
330,955-138
LA1-684010
Great Western Financial Corporation
9200 Oakdale Avenue
Chatsworth, California 91311
Re: $650,330,000 Aggregate Offering Price of
Securities of Great Western Financial
Corporation, Great Western Financial Trust II
and Great Western Financial Trust III
------------------------------------------------
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on
Form S-3 (the "Registration Statement"), to be filed by Great Western Financial
Corporation (the "Company"), Great Western Financial Trust II and Great Western
Financial Trust III (collectively, the "Trusts") with the Securities and
Exchange Commission in connection with the registration of $650,330,000
aggregate offering price of securities (the "Securities"), consisting of one or
more series of unsecured debt securities (the "Debt Securities"), which may be
issued in the form of senior Debt Securities or subordinated Debt Securities;
one or more series of shares of preferred stock, par value $1.00 per share (the
"Preferred Stock"); depositary shares representing interests in the Preferred
Stock (the "Depositary Shares"); shares of common stock, par value $1.00 per
share (the "Common Stock"); preferred securities of the Trusts (the "Preferred
Securities"); the guarantee of Preferred Securities of the Trusts, including
certain back-up undertakings (the "Guarantee"); and warrants to purchase senior
Debt Securities, subordinated Debt Securities, Preferred Stock, Depository
Shares and/or Common Stock (the "Securities Warrants"). We are familiar with the
proceedings heretofore taken by the Company and Great Western Financial Trust II
in
connection with the authorization, registration, issuance and sale of the
Securities.
Subject to (i) the proposed additional proceedings being taken as now
contemplated by us as your counsel prior to the issuance of the Securities; (ii)
the effectiveness of the Registration Statement under the Securities Act of
1933, as amended; (iii) the due authorization, execution and delivery of the
indentures and any supplement or supplements thereto relating to the Debt
Securities and the establishment of the terms of the senior Debt Securities or
subordinated Debt Securities, as applicable, in accordance with the terms of the
form of Indenture relating to the senior Debt Securities and the Indenture
relating to the subordinated Debt Securities, respectively; (iv) the
establishment of the terms of the Preferred Stock, if applicable, in accordance
with the terms of the Company's Restated Certificate of Incorporation and
applicable law; (v) the due, authorization, execution and delivery of a Deposit
Agreement (in the case of Depositary Shares) and the Guarantee (in the case of
Preferred Securities of Great Western Financial Trust II); (vi) the due,
authorization, execution and delivery of the Amended and Restated Declaration of
the Trust and establishment of the terms of the Preferred Securities, if
applicable, in accordance with the terms of the Amended and Restated Declaration
of Great Western Financial Trust II; (vii) the due authorization, execution and
delivery of a Warrant Agreement in the case of Securities Warrants; and (viii)
the execution, delivery and authentication of and payment for the Securities, it
is our opinion that:
1. The Debt Securities will, upon the issuance and sale thereof in
the manner referred to in the Registration Statement, constitute legally
valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating
to or affecting creditors' rights generally (including, without limitation,
fraudulent conveyance laws) and by general principles of equity including,
without limitation, concepts of materiality, reasonableness, good faith and
fair dealing and the possible unavailability of specific performance or
injunctive relief, regardless of whether considered in a proceeding in
equity or at law.
2. The Preferred Stock will, upon the issuance and sale thereof in
the manner referred to in the Registration Statement, be validly issued,
fully paid and nonassessable.
3. The persons in whose names the Depositary Shares represented by
depositary receipts are registered will be entitled to the rights specified
in the Deposit Agreement.
4. The Common Stock, including any Common Stock that may be issuable
pursuant to the conversion of any Debt Securities or Preferred Stock will,
upon the issuance and sale thereof in the manner specified in the
Registration Statement, be validly issued, fully paid and nonassessable.
5. The Guarantee with respect to the Preferred Securities of Great
Western Financial Trust II will, upon the execution thereof and the
issuance and sale of such Preferred Securities and other securities to be
issued in connection therewith in the manner referred to in the
Registration Statement, constitute the legally valid and binding obligation
of the Company, enforceable against the Company in accordance with its
terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to affecting creditor's rights
generally (including, without limitation, fraudulent conveyance laws), by
general principles of equity including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of
whether considered in a proceeding in equity or at law and by the
unenforceability under certain circumstances of waivers of rights granted
by law where the waivers are against public policy or prohibited by law.
6. The Securities Warrants will, upon the issuance and sale thereof
in the manner specified in the Registration Statement, be validly issued,
fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
O'MELVENY & MYERS LLP