Exhibit 5.2
October 31, 2001
Sovereign Bancorp, Inc.
Sovereign Capital Trust III
Sovereign Capital Trust IV
c/o Sovereign Bancorp, Inc.
2000 Market Street
Philadelphia, Pennsylvania 19103
Re: Sovereign Capital Trust III and Sovereign Capital
Trust IV
Ladies and Gentlemen:
We have acted as special Delaware counsel for Sovereign
Bancorp, Inc., a Pennsylvania Corporation (the "Company"),
Sovereign Capital Trust III, a Delaware business trust
("Trust III"), and Sovereign Capital Trust IV, a Delaware
business trust ("Trust IV") (Trust III and Trust IV are
hereinafter collectively referred to as the "Trusts" and
sometimes hereinafter individually referred to as a "Trust"), in
connection with the registration of preferred securities (each,
a "Preferred Security" and collectively, the "Preferred
Securities") with an aggregate initial public offering price of
up to $1,000,000,000, by the Trusts, covered by the Trusts'
Registration Statement on Form S-3 (No. 333-71568-01 and 333-
71568-02) (together with any pre-effective amendments thereto,
the "Registration Statement").
For purposes of giving the opinions hereinafter set forth,
we have reviewed:
(1) the Certificate of Trust of Trust III, as filed with
the Secretary of State of the State of Delaware (the
"Secretary of State") on September 10, 1999;
(2) the Certificate of Trust of Trust IV, as filed with
the Secretary of State on September 10, 1999;
(3) the Declaration of Trust of Trust III, dated as of
September 8, 1999 among the Company and the trustees
of Trust III named therein;
(4) the Declaration of Trust of Trust IV, dated as of
September 8, 1999 among the Company and the trustees
of Trust IV named therein;
(5) the Registration Statement;
(6) a form of Amended and Restated Declaration of Trust
for each of the Trusts, to be entered into between the
Company, and the trustees of the Trust named therein
(including Annex I and Exhibits A-1 and A-2 thereto)
(collectively, the "Declarations" and individually, a
"Declaration"), to be filed as exhibits to the
Registration Statement; and
(7) a Certificate of Good Standing for each of the Trusts,
dated October 29, 2001, obtained from the Secretary of
State.
The documents listed above are hereinafter collectively
referred to as the Documents. Initially capitalized terms used
herein and not otherwise defined are used as defined in the
Declarations.
_____________
Based upon our review of the Documents, and subject to the
limitations, qualifications, exceptions and assumptions stated
hereafter, it is our opinion that:
1. Each of the Trusts has been duly created and is validly
existing in good standing as a business trust under the Delaware
Business Trust Act, 12 Del. C. sec. 3801 et seq.
2. The Preferred Securities of each Trust 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 applicable Trust.
3. The Preferred Security Holders, as beneficial owners of
the applicable 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 the Preferred
Security Holders may be obligated to make payments as set forth
in each Declaration.
_____________
For purposes of this opinion, we have not reviewed any
documents other than the Documents. In particular, we have not
reviewed any document (other than the Documents) that is
referred to in or incorporated by reference into the Documents.
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 reviewed 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 each
of the Declarations will constitute 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 applicable Trust, and that the Declarations
and the Certificates of Trust will be in full force and effect
and will not be amended, (ii) except to the extent provided in
paragraph 1 above, the due organization or due formation, as the
case may be, and valid existence in good standing of each party
to the documents examined by us under the laws of the
jurisdiction governing its 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 Preferred Security is to be
issued by the Trusts and any Person who purchases such Preferred
Security from the Company (collectively, the "Preferred Security
Holders") of a Preferred Security Certificate for such Preferred
Security and the payment for such Preferred Security, in
accordance with the Declarations and the Registration Statement,
and (vii) that the Preferred Securities are authenticated,
issued and sold to the Preferred Security Holders in accordance
with the Declarations and the Registration Statement.
This opinion is limited to the laws of the State of
Delaware (excluding the securities 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
provided only with respect to Delaware laws and rules,
regulations and orders thereunder which are currently in effect.
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 use of our name 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