Exhibit 5.1
October 31, 2001
Board of Directors
Sovereign Bancorp, Inc.
2000 Market Street
Philadelphia, Pennsylvania 19103
Re: Registration Statement on Form S-3
(No. 333-71568)
Ladies and Gentlemen:
In connection with the registration of common stock, debt
securities, preferred stock, securities warrants, depositary
shares, stock purchase contracts, and stock purchase units with
an aggregate initial public offering price of up to
$1,000,000,000, by Sovereign Bancorp, Inc. (the "Company"),
covered by the Company's Registration Statement on Form S-3 (No.
333-71568) (together with any pre-effective amendments thereto,
the "Registration Statement"), we, as counsel to the Company,
have reviewed:
(1) the Articles of Incorporation of the Company;
(2) the Bylaws of the Company;
(3) the minute books of the Company;
(4) a subsistence certificate with respect to the Company
issued by the Pennsylvania Department of State on
October 29, 2001;
(5) resolutions adopted by the Company's Board of
Directors (the "Board of Directors") on February 13,
1994, August 18, 1999 and September 20, 2001;
(6) the Registration Statement;
(7) the Subordinated Indenture (the "Subordinated
Indenture") and the Senior Indenture (the "Senior
Indenture") both dated as of February 1, 1994 between
the Company and BNY Midwest Trust Company (successor
to Harris Trust and Savings Bank);
(8) the Junior Subordinated Indenture (the "Junior
Subordinated Indenture") dated September 1, 1999
between the Company and BNY Midwest Trust Company
(successor to Harris Trust and Savings Bank); and
(9) forms of the debt securities, the securities warrants,
the stock purchase contracts, and the depository
agreement.
The documents listed above are hereinafter collectively
referred to as the Documents.
_______________________
Based upon our review of the Documents, and subject to the
limitations, qualifications, exceptions and assumptions stated
hereafter, it is our opinion that:
(1) The Company has been duly incorporated under the laws
of the Commonwealth of Pennsylvania and is validly
existing and in good standing under the laws of such
Commonwealth.
(2) The Subordinated Indenture and the Senior Indenture,
both dated as of February 1, 1994 and the Junior
Subordinated Indenture dated as of September 1, 1999
(each, an "Indenture" and collectively, the
"Indentures") between the Company and BNY Midwest
Trust Company (successor to Harris Trust and Savings
Bank), as trustee (the "Trustee"), have been duly
authorized, executed, and delivered by the Company and
the Trustee, and constitute valid and legally binding
obligations of the Company, enforceable in accordance
with their respective terms.
(3) The debt securities covered by the Registration
Statement have been duly authorized for registration
under the Securities Act of 1933, as amended (the
"Act"), and when (a) the Board of Directors has
authorized the issuance thereof and established the
terms thereof, (b) officers' certificates have been
duly executed and delivered in accordance with the
applicable Indenture, (c) the debt securities have
been executed and authenticated in the manner set
forth in the applicable Indenture, (d) the pertinent
provisions of such state securities and "blue sky"
laws as are applicable have been complied with, and
(e) the debt securities have been issued, sold, and
delivered in accordance with the Registration
Statement, the prospectus and any prospectus
supplement relating thereto against payment therefor
as contemplated by the applicable underwriting
agreement, the debt securities will be validly
executed, authenticated, issued, and delivered, and
will constitute valid and legally binding obligations
of the Company enforceable in accordance with their
respective terms and the terms of the applicable
Indenture.
(4) The common stock covered by the Registration Statement
has been duly authorized for registration under the
Act, and when (a) the Board of Directors has
authorized the issuance thereof, (b) the pertinent
provisions of such state securities and "blue sky"
laws as are applicable have been complied with, and
(c) such shares are duly issued, sold and delivered
against payment therefor as contemplated by the
applicable underwriting agreement, pursuant to and in
accordance with the terms described in the
Registration Statement, the prospectus, and any
prospectus supplement relating thereto, such common
stock will be validly issued by the Company and fully
paid and nonassessable.
(5) The preferred stock covered by the Registration
Statement has been duly authorized for registration
under the Act, and when (a) the Board of Directors has
authorized the issuance thereof and established the
terms thereof, (b) a Statement with Respect to Shares
has been duly filed with the Secretary of State of the
Commonwealth of Pennsylvania, (c) the pertinent
provisions of such state securities and "blue sky"
laws as are applicable have been complied with, and
(d) such shares have been duly issued, sold and
delivered against payment therefor as contemplated by
the applicable underwriting agreement pursuant to and
in accordance with the terms described in the
Registration Statement, the prospectus and any
prospectus supplement relating thereto, such preferred
stock will be validly issued by the Company and fully
paid and nonassessable.
(6) The securities warrants covered by the Registration
Statement have been duly authorized for registration
under the Act, and when (a) the Board of Directors has
authorized the issuance thereof and established the
terms thereof, (b) the securities warrant agreement
has been duly executed and delivered by the Company to
the securities warrant agent, (c) the securities
warrants have been executed and authenticated in the
manner set forth in the securities warrant agreement,
(d) the pertinent provisions of such state securities
and "blue sky" laws as are applicable have been
complied with, and (e) the securities warrants have
been issued, sold and delivered against payment
therefor as contemplated by the applicable
underwriting agreement, pursuant to and in accordance
with the Registration Statement, the prospectus and
any prospectus supplement relating thereto, such
securities warrants will be validly executed,
authenticated, issued, and delivered and will
constitute valid and legally binding obligations of
the Company enforceable in accordance with their
respective terms and the terms of the warrant
agreement.
(7) The stock purchase contracts covered by the
Registration Statement have been duly authorized for
registration under the Act, and when (a) the Board of
Directors has authorized the issuance thereof and
established the terms thereof, (b) the stock purchase
contracts have been duly executed and delivered by the
Company, (c) the pertinent provisions of such state
securities and "blue sky" laws as are applicable have
been complied with, and (d) the stock purchase
contracts have been issued, sold and delivered against
payment therefor as contemplated by the applicable
underwriting agreement, pursuant to and in accordance
with the Registration Statement, the prospectus and
any prospectus supplement relating thereto, such stock
purchase contracts will be validly executed, issued,
and delivered and will constitute valid and legally
binding obligations of the Company enforceable in
accordance with their respective terms.
(8) The depositary shares covered by the Registration
Statement have been duly authorized for registration
under the Act, and when (a) the Board of Directors has
authorized the issuance of such depositary shares and
the underlying preferred stock and established the
terms of such depositary shares and underlying
preferred stock, (b) a Statement with Respect to
Shares with respect to the underlying preferred stock
has been duly filed with the Secretary of State of the
Commonwealth of Pennsylvania, (c) the depositary
agreement has been duly executed and delivered by the
Company to the preferred stock depositary, (d) the
depositary shares have been executed by the preferred
stock depositary in the manner set forth in the
depositary agreement, (e) the pertinent provisions of
such state securities and "blue sky" laws as are
applicable have been complied with, and (f) the
depositary shares have been issued, sold, and
delivered against payment therefor as contemplated by
the applicable underwriting agreement, pursuant to and
in accordance with the terms of the Registration
Statement, the prospectus, and any applicable
prospectus supplement relating thereto, such
depositary shares will be validly issued and delivered
and will be fully paid and nonassessable.
(9) Assuming (a) appropriate corporate action is taken in
the future to authorize the issuance of debt
securities, preferred stock or common stock upon
exercise of any securities warrants and to establish
the terms thereof, (b) a sufficient number of shares
of common stock or preferred stock is authorized under
the Company's articles of incorporation on the date of
exercise of any securities warrants, (c) the
securities warrants have been duly executed,
delivered, authenticated, issued and exercised in
accordance with their terms and the terms of the
applicable warrant agreement and in the manner
described in the Registration Statement, the
prospectus and any prospectus supplement relating
thereto, and (d) no change occurs in any applicable
law or pertinent facts, when (i) the pertinent
provisions of all securities laws, including state
securities and "blue sky" laws, as may be applicable
have been complied with, (ii) the securities warrants
are exercised in accordance with their terms and the
terms of the warrant agreement, and (iii) the debt
securities, preferred stock or common stock, as the
case may be, have been duly executed, authenticated
and delivered, the debt securities issuable upon the
exercise of any securities warrants will constitute
legal and valid obligations of the Company,
enforceable in accordance with their respective terms
and entitled to the benefit of the applicable
Indenture, and the preferred stock or common stock, as
the case may be, issuable upon the exercise of any
securities warrants will be duly authorized, validly
issued and fully paid and nonassessable.
(10) Assuming (a) a sufficient number of shares of common
stock or preferred stock is authorized under the
Company's articles of incorporation on the date of
conversion of any convertible preferred stock,
(b) appropriate corporate action is taken in the
future to authorize the issuance of any shares of
common stock or preferred stock upon conversion of any
convertible preferred stock and to establish the terms
thereof, (c) the preferred stock has been duly issued
and converted in accordance with its terms and in the
manner described in the Registration Statement, the
prospectus and any prospectus supplement relating
thereto, (d) no change occurs in any applicable law or
pertinent facts, when (i) the pertinent provisions of
all securities laws, including state securities and
"blue sky" laws, as may be applicable have been
complied with, and (ii) the preferred stock is
converted in accordance with its terms, such shares
of common stock or preferred stock, as the case may
be, issuable upon such conversion will be duly
authorized, legally issued, fully paid and
nonassessable.
(11) Assuming (a) a sufficient number of shares of common
stock or preferred stock is authorized under the
Company's articles of incorporation on the date of
conversion or exchange of any debt securities,
(b) appropriate corporate action is taken in the
future to authorize the issuance of any shares of
common stock or preferred stock (including the filing
of a Statement with Respect to Shares with the
Secretary of State of the Commonwealth of Pennsylvania
in the case of preferred stock) upon conversion or
exchange of any debt securities and to establish the
terms thereof, (c) the debt securities have been duly
issued and converted or exchanged, as the case may be,
in accordance with their terms and the terms of the
applicable Indenture and in the manner described in
the Registration Statement, the prospectus and any
prospectus supplement relating thereto, and (d) no
change occurs in any applicable law or fact, when
(i) the pertinent provisions of all securities laws,
including state securities and "blue sky" laws, as may
be applicable have been complied with, and (ii) the
debt securities are converted or exchanged in
accordance with their terms and the terms of the
applicable Indenture, such shares of common stock or
preferred stock, as the case may be, issuable upon
such conversion or exchange will be duly authorized,
legally issued and fully paid and nonassessable.
(12) Assuming (a) appropriate corporate action is taken in
the future to authorize the issuance of preferred
stock (including the filing of a Statement with
Respect to Shares with the Secretary of State of the
Commonwealth of Pennsylvania in the case of preferred
stock) or common stock upon exercise of any stock
purchase contracts and to establish the terms thereof,
(b) a sufficient number of shares of common stock or
preferred stock is authorized under the Company's
articles of incorporation on the date of exercise of
any stock purchase contract, (c) the stock purchase
contracts have been duly executed, delivered, issued
and exercised in accordance with their terms and in
the manner described in the Registration Statement,
the prospectus and any prospectus supplement relating
thereto, and (d) no change occurs in any applicable
law or pertinent facts, when (i) the pertinent
provisions of all securities laws, including state
securities and "blue sky" laws, as may be applicable
have been complied with, and (ii) the stock purchase
contracts are exercised in accordance with their
terms, the preferred stock or common stock, as the
case may be, issuable upon the exercise of any stock
purchase contracts will be duly authorized, validly
issued and fully paid and nonassessable.
_______________________
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.
The opinions expressed in Paragraph 2 relating to the
Indentures constituting valid and legally binding obligations of
the Company and in Paragraphs 3, 5, 6, 7, and 9 above, relating
to whether the securities described therein will constitute
valid and legal obligations of the Company that will be
enforceable in accordance with their terms, are subject to the
exception that the validity, enforceability, and binding nature
of such securities and Indentures are subject to (a) applicable
bankruptcy, insolvency, reorganization, liquidation,
receivership, conservatorship, readjustment of debt,
arrangement, moratorium or other laws relating to or affecting
the rights of creditors generally, (b) any laws, regulations, or
judicial decisions affecting the rights of creditors of a
savings and loan holding company and any power granted to the
Office of Thrift Supervision, the Federal Deposit Insurance
Corporation (the "FDIC"), or any successor thereto in the event
of bankruptcy or insolvency of any subsidiary of the Company
whose deposits are insured by the FDIC or in the event the FDIC
or any other person is appointed conservator or receiver for any
such subsidiary, and (c) general principles of equity, including
without limitation, concepts of materiality, reasonableness,
good faith and fair dealing, and the possible unavailability of
specific performance, injunctive relief or other equitable
remedies, regardless of whether such enforceability is
considered in a proceeding in equity or at law.
We call to your attention that we have only reviewed
proposed forms of the debt securities, securities warrants,
stock purchase contracts, and depository agreement. To the
extent that the actual securities issued and sold under the
Registration Statement differ from such proposed forms of
securities, the opinions expressed herein may not remain
applicable.
This opinion is limited to the laws of the Commonwealth of
Pennsylvania, and we have not considered and express no opinion
on the laws of any other jurisdiction. We assume no obligation
to update or supplement our opinions set forth herein to reflect
any facts or circumstances that may hereafter come to our
attention or any changes in laws that may hereafter occur.
We consent to the filing of this opinion as an exhibit to
the Registration Statement, and to the references to us under
the heading "Legal Matters" in the related Prospectus. 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.
Very truly yours,
STEVENS & LEE
/s/ Stevens & Lee