EXHIBIT 5.2
[LETTERHEAD OF SASMF (DELAWARE)]
January
13th
1 9 9 7
Great Western Financial Trust II
c/o Great Western Financial Corporation
9200 Oakdale Avenue
Chatsworth, Calfiornia 91311
Re: Great Western Financial Corporation;
Great Western Financial Trust II;
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as special counsel to Great Western Financial Trust II,
a statutory business trust formed under the laws of the State of Delaware (the
"Trust"), in connection with the preparation of a Registration Statement on Form
S-3 (the "Registration Statement"), to be filed by Great Western Financial
Corporation, a Delaware corporation (the "Company"), the Trust and Great Western
Financial Trust III with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), relating
to, among other things, the registration under the Act of the preferred
securities (the "Preferred Securities") of the Trust.
The Preferred Securities are to be issued pursuant to the Amended and
Restated Declaration of Trust (the "Declaration") among the Company, as sponsor,
and The First National Bank of Chicago, as the property trustee, First Chicago
Delaware Inc., as Delaware Trustee (the "Delaware Trustee"), and Carl F.
Geuther, J. Lance Erikson and Bruce F. Antenberg, as regular trustees (together,
the "Regular Trustees"). Capitalized terms used but not otherwise defined herein
have the meanings ascribed to them in the Registration Statement.
This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the certificate of
trust filed by the Delaware Trustee and the Regular Trustees with the Secretary
of State of the State of Delaware on January 10, 1997; (ii) the form of the
Declaration (including the form of the terms of the Preferred Securities annexed
thereto); and (iii) the form of the Preferred Securities. We have also examined
originals or copies, certified or otherwise identified to our satisfaction, of
such other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents executed by parties other than the Trust, we have assumed that such
parties had the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such parties
of such documents and that such documents constitute valid and binding
obligations of such parties. In addition, we have assumed that each of the
Declaration and the Preferred Securities as executed will be in substantially
the form reviewed by us. As to any facts material to the opinions expressed
herein which were not independently established or verified, we have relied upon
oral or written statements and representations of officers, trustees and other
representatives of the Company, the Trust and others.
Members of our firm are admitted to the bar in the State of Delaware,
and we express no opinion as to the laws of any other jurisdiction.
Based on and subject to the foregoing and to the other qualifications
and limitations set forth herein, we are of the opinion that the Preferred
Securities, when the Declaration is executed and delivered and the terms of the
Preferred Securities are established in accordance with the terms of the
Declaration, will be duly authorized for issuance and, when issued and executed
in accordance with the Declaration and delivered and paid for as set forth in
the form of Prospectus Supplement included as an Exhibit to the Registration
Statement, will be validly issued, fully paid and nonassessable, representing
undivided beneficial interests in the assets of Trust. We bring to your
attention that the Preferred Securities holders may be obligated, pursuant to
the Declaration, to (i) provide
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indemnity and/or security in connection with and pay taxes or governmental
charges arising from transfers of Preferred Securities and (ii) provide security
and indemnity in connection with the requests of or directions to the Property
Trustee to exercise its rights and powers under the Declaration.
This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and, except as set forth in the
next sentence, is not to be used, circulated, quoted or otherwise referred to
for any other purpose or relied upon by any other person for any purpose without
our prior written consent. We hereby consent to the filing of this opinion with
the Commission as Exhibit 5.2 to the Registration Statement. We also consent to
the use of our name under the heading "Legal Matters" in the form of Prospectus
Supplement included as an exhibit to the Registration Statement. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder. This opinion is expressed
as of the date hereof unless otherwise expressly stated and we disclaim any
undertaking to advise you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable law.
Very truly yours,
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (DELAWARE)