[Letterhead of Richards, Layton & Finger]
November 24, 1997
ALBANK Capital Trust I
c/o ALBANK Financial Corporation
10 North Pearl Street
Albany, New York 12207
Re: ALBANK Capital Trust I
Ladies and Gentlemen:
We have acted as special Delaware counsel for ALBANK
Financial Corporation, a Delaware corporation (the "Company"),
and ALBANK Capital Trust I, 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 as of
April 3, 1997 (the "Certificate"), as filed in the office of the
Secretary of State of the State of Delaware (the "Secretary of
State") on April 3, 1997;
(b) The Declaration of Trust of the Trust, dated as of
April 3, 1997, by and among the Company and the trustees of the
Trust named therein;
ALBANK Capital Trust I
November 24, 1997
Page 2
(c) The Amended and Restated Declaration of Trust of
the Trust, dated as of June 6, 1997 (including Annex I and
Exhibits A-1 and A-2) (the "Declaration"), among the Company, as
sponsor, the trustees of the Trust named therein, the
administrators of the Trust named therein and the holders, from
time to time, of undivided beneficial interests in the assets of
the Trust;
(d) Amendment No. 1 to the Registration Statement on
Form S-4 (the "Registration Statement"), including a preliminary
prospectus (the "Prospectus"), relating to the 9.27% Capital
Securities, Series B, of the Trust, representing undivided
beneficial interests in the assets of the Trust (each, a "Capital
Security" and collectively, the "Capital Securities"), as
proposed to be filed by the Company and the Trust with the
Securities and Exchange Commission on or about November 24, 1997;
(e) An Officer's Certificate of the Company, dated
November 24, 1997 as to certain matters; and
(f) A Certificate of Good Standing for the Trust,
dated November 24, 1997, obtained from the Secretary of State.
Initially capitalized terms used herein and not
otherwise defined are used as defined in the Declaration.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a)
through (f) above. In particular, we have not reviewed any
document (other than the documents listed in paragraphs (a)
through (f) 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 constitutes the entire agreement among the
parties thereto with respect to the subject matter thereof,
including with respect to the creation, operation and termination
of the Trust, and that the Declaration and the Certificate are in
full force and effect and have not been amended, (ii) except to
the extent provided in paragraph 1 below, the due creation or due
organization or due formation, as the case may be, and valid
existence in good
ALBANK Capital Trust I
November 24, 1997
Page 3
standing of each party to the documents examined by us under the
laws of the jurisdiction governing its creation, organization or
formation, (iii) the legal capacity of natural persons who are
parties 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) the due authorization, execution and
delivery by all parties thereto of all documents examined by us,
(vi) the receipt by each Person to whom a Capital Security is to
be issued by the Trust (collectively, the "Capital Security
Holders") of a Capital Securities Certificate and the
consideration for the Capital Security acquired by it, in
accordance with the Declaration and the Registration Statement,
and (vii) that the Capital Securities are issued to the Capital
Security Holders in accordance with the Declaration and 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, 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 which 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 Business
Trust Act.
2. The Capital Securities will 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 Capital Security Holders, as beneficial owners
of the Trust, 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 note that Capital Security Holders may be
obligated to make payments under the Declaration.
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
ALBANK Capital Trust I
November 24, 1997
Page 4
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 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.
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